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Special Limited Partnership

The Special Limited Partnership is a form of companies which can be incorporated in Luxembourg by one General Partner (GP) and one Limited Partner (LP - investor).

  • It can be set up within a few weeks

  • No prior regulatory approval

  • Unregulated Alternative Investment Fund under the AIFMD

  • Its manager should be regulated only when its AUM is over > 100 Mio (500 Mio for closed-end funds)

  • The SLP can invest in any type of assets: equities, participations, bonds, loans, artworks, cars, hedge fund strategies, liquid or illiquid instruments, real estate, private equity, etc.

  • No custodian required

  • No audit required

  • No prime broker required

  • Fully Tax transparent – fully tax exempt in Luxembourg – No VAT

  • Clearing and settlement of subscriptions with Euroclear - Fundsettle

Luxembourg Special Limited Partnership Structure

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Legal Aspects of the Partnership

 

Unregulated vehicles (such as unregulated private funds) as well as regulated vehicles (SIFs and SICARs) may be structured as CLP or SLP:

  • The LP is set up by one General Partner and one Limited Partner.

  • Management of the Limited Partnership may be entrusted to one or more managers, who may or may not be unlimited partners.

  • A Limited Partner does not lose the benefit of its limited liability if it takes actions which are internal to the limited partnership.

  • Partnership interests may be represented by securities or partnership accounts.

  • Partnership may issue debts.

  • Flexibility 

  • Identity of Limited Partners is confidential ie. not made public

Partnerships – Flexible Framework, reliable and trustworthy solutions

 

The Special Limited Partnerships (SLPs) are used to invest in any type of assets, as a special purpose vehicle (SPV), a co-investment entity for institutional investors or co-ownership between family offices or HNWIs, …

They can invest in participations, real estate, intellectual property rights, businesses, financing activities, managements, etc.
Aside of these, Luxembourg offers a variety of innovative solutions as a jurisdiction for Alternative Investment Funds. 


SLPs are often used in:

 

Tax Treatment of the Partnership


Luxembourg Tax Law (LTL) considers that CLP and SLP are deemed tax transparent for the application of income tax.

The tax exemption of the partner's incomes will be granted assuming that the General Partner, being a Luxembourg capital company, holds less than 5% of the partnership interests.

The Management of alternative assets: tax authorities consider that these undertakings are deemed not carrying any commercial activities but some investment management activities. They are therefore not taxable in Luxembourg in most cases.

 

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