Setting up an SCS in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
A Luxembourg common limited partnership (SCS) brings together at least one general partner, liable for debts without limit and jointly, and one limited partner, who risks only the contribution. It needs no minimum capital, is formed by private deed or notarial deed, and only an extract is published at the RCS. Unlike the SCSp, it has legal personality.
Definition
The SCS (société en commandite simple, or common limited partnership) is a commercial partnership governed by the amended Law of 10 August 1915, which associates one or more general partners, indefinitely and jointly liable, with one or more limited partners whose liability is limited to their contribution.
The SCS at a glance
- Partners
- 1 general partner and 1 limited partner minimum
- Minimum capital
- None
- Deed
- Private deed or notarial deed
- Publication
- Extract of the agreement at the RCS
General partner or limited partner
| General partner | Limited partner | |
|---|---|---|
| Liability | Indefinite and joint | Limited to the promised contribution |
| Management | May be manager; if no manager is appointed, each general partner binds the company | Performs no management acts towards third parties |
| Publication at the RCS | Identity published | Identity not published |
| Transfer of shares, by default | Three quarters of the shares and consent of the general partners | Consent of the general partners |
Setting up an SCS
- 1
Structure
Choice of the general partner, often a SARL, the limited partners, the contributions and the management.
businessregistration.lu - 2
Partnership agreement
A partner lawyer drafts the agreement: name, registered office, purpose, contributions, management, transfers.
Partner lawyer - 3
Signature
By private deed in two originals, or by notarial deed.
Partners - 4
RCS and RESA
Filing of the extract: general partners, name, purpose, registered office, managers and powers, duration.
LBR - 5
RBE
Declaration of beneficial owners within one month.
LBR - 6
Permit and VAT
Depending on the activity.
Ministry of the Economy, AED
The interference trap
A limited partner who performs management acts towards third parties, or habitually takes part in them, loses the benefit of limited liability. Acts that fall within the prerogatives of a partner, such as voting or oversight, are not covered. The boundary is settled in the partnership agreement, drafted by a lawyer.
SCS, SCSp or SCA?
The SCS and the SCSp share the same limited partnership logic. The main difference is legal personality: the SCS has it, the SCSp does not. The partnership limited by shares, or SCA, is a company with a minimum capital of €30,000. Amendments to the partnership agreement and the transformation of the SCS require, unless otherwise provided, a three-quarters majority of the partnership interests.
See also setting up an SCSp in Luxembourg and the general partnership.
Next step
Set up your SCS
Partnership agreement drafted by a partner lawyer, RCS and RBE filings coordinated. Written quote.
Frequently asked questions
Does an SCS have legal personality?
Yes. An SCS has legal personality, which sets it apart from the special limited partnership, which has none. It owns its assets, enters into contracts and sues and is sued in its own name, while the general partners remain liable for its debts without limit and jointly.
Is a minimum capital required for an SCS?
No. An SCS requires no minimum capital: the partnership agreement states either the amount of the capital or the value of each partner’s contributions. Contributions may be in cash, in kind or in industry, and do not have to be paid up when the company is formed.
Can a company be a general partner?
Yes. Partners may be individuals or legal entities. In practice, the general partner is often a SARL, which limits the exposure of the individuals who own it. That SARL is then formed before a notary, before the SCS partnership agreement is signed.
Are limited partners published at the RCS?
No. The published extract identifies the general partners, the name, purpose, registered office, managers and their powers, and the duration. Limited partners do not appear, but their beneficial owners are still declared in the RBE where the conditions are met, within one month of formation.
Who manages an SCS?
One or more managers, general partners or not, appointed by the partnership agreement. If none is appointed, each general partner can bind the company. A manager who is not a partner acts as an agent and is liable only for faults in management, whereas a general partner is liable for debts without limit.