• Industry: Private Equity, Real Estate & Infrastructure
  • Date: 8/28/2013


Thierry Ravasio

Partner, Head of Private Equity

Tel. + 352 - 22 51 51 6682

Made in Luxembourg: Limited Partnership 

Sensing an opportunity with the transposition of the Alternative Investment Fund Manager Directive (“AIFMD”) into national law in July 2013, Luxembourg has once more had the foresight to build added-value into the legislation by introducing favourable measures for the establishment of fund raising vehicles.


The new law revamps the existing limited partnership regime (“CLP” - common limited partnership or “SCS” - société en commandite simple) and introduces a new type of partnership (“SLP” - special limited partnership or “SCSp” - société en commandite speciale).


KPMG Luxembourg has broken down the Luxembourg Limited Partnership into three distinct pillars.

    Legal aspects (PDF, 0.9 MB)  

  • A new choice between the Luxembourg limited partnership with a legal personality (CLP) and a new Luxembourg Limited Partnership without legal personality (SLP)
  • Under the Law, it is not only unregulated fund-raising vehicles but also regulated alternative fund structures as SIF or SICAR can adopt the form of a CLP or SLP
  • High degree of contractual flexibility and confidentiality



Tax considerations (PDF, 0.9 MB)

Full direct tax transparency and neutrality for the CLP and SLP, under the following conditions:

  • the GP(s) taking the form of Luxembourg limited company(ies) hold(s) less than 5% of the partnership interest, and
  • the activity of the CLP and SLP is not commercial.



Accounting and reporting overview (PDF, 0.9 MB)

  • The unregulated SLP has considerably fewer obligations as regards the preparation, filing, registration, format and publication of the annual accounts
  • Upcoming consolidation exemptions for investment entities may be applicable for private equity and real estate funds using IFRS, potentially making it more attractive for private equity and real estate players




Share this

Get in touch with KPMG