Attractiveness of SLPs in Luxembourg

The Special Limited Partnership

While implementing the AIFM Directive, Luxembourg Government took the opportunity to create a new type of partnership: the "Special Limited Partnership" (SLP).

Previously Luxembourg law recognised only two forms of limited partnership: corporate partnership, limited by shares (SCA) and common limited partnership (SCS). Changes amended the regime governing SCSs and introduced a third form of limited partnership, with no legal personality, the Special Limited Partnership (SLP).

SLPs can be created to carry a commercial activity or to hold any type of assets and can also be used as alternative investment vehicles. Limited Partnerships are considered as "tax transparent" with respect to corporate tax purposes. Corporates are only subject to municipal business tax if they are shown to carry out "commercial activity" in Luxembourg.

Alternative investment funds, regulated or not regulated, managed from Luxembourg are not categorised as carrying out commercial activity and are not taxable.

Furthermore, exemptions to this tax apply if one of the general partners is a Luxembourg capital company owning a minimum of 5% of the partnership's share capital, meaning the SLP is exempt from taxation in Luxembourg.

Creatrust's in-house expertise, can help to establish a Luxembourg Special Limited Partnership, registered as an alternative investment fund manager (AIFM).

Don't hesitate to read our Case Studies on Special Limited Partnership and to contact us for your projects.