Setting up an SCSp in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
A Luxembourg SCSp is formed by a partnership agreement signed privately between at least one general partner, with unlimited joint liability, and one limited partner, liable up to their contribution. It has no minimum capital and no legal personality. An extract of the agreement is filed at the RCS and beneficial owners are declared to the RBE.
Definition
The SCSp (société en commandite spéciale) is a Luxembourg limited partnership without legal personality, modelled on the limited partnership, whose partnership agreement freely organises management, contributions and partners’ rights. It is widely used as an investment vehicle.
The SCSp at a glance
- Legal personality
- None
- Partners
- At least 1 general partner and 1 limited partner
- Minimum capital
- None
- Deed
- Private agreement, notary not required
Plain SCSp or SCSp used as an AIF
| Plain SCSp | SCSp qualified as an AIF | |
|---|---|---|
| What it is | A corporate form, for a joint project, co-ownership or a club deal | An alternative investment fund that takes the form of an SCSp |
| Applicable texts | Amended law of 10 August 1915 | The 1915 law, plus the law of 12 July 2013 on AIF managers and, where relevant, a fund regime |
| Manager | The manager named in the agreement | An authorised or registered AIF manager (AIFM), depending on the regime |
| Supervision | None | Varies: none for an unregulated AIF, CSSF for a SIF or a SICAR; a RAIF is not authorised by the CSSF but requires an authorised AIFM |
| Audit of the accounts | Depending on size | Approved statutory auditor for a regulated SCSp |
Who does what to set up an SCSp
- 1
Qualification
Plain SCSp or AIF: we ask the question from the start and point you to the right parties.
businessregistration.lu - 2
Partnership agreement
A partner lawyer drafts the partnership agreement; for a fund, the sponsor’s law firm also drafts the fund documentation.
Lawyer - 3
General partner and manager
Formation of the general partner, often a SARL, and appointment of the manager.
businessregistration.lu and notary - 4
AIF manager
If the SCSp is an AIF, appointment of an AIFM and, depending on the regime, steps with the CSSF.
AIFM - 5
RCS and RBE
Filing of the extract of the agreement, publication in the RESA and declaration of beneficial owners.
LBR
What we do not do
Business Registration does not draft the partnership agreement, does not manage funds and does not act as AIFM or depositary. For an SCSp used as an AIF, regulatory structuring is the job of the sponsor’s lawyer and the authorised manager. We coordinate the company side: general partner, RCS and RBE filings, and timetable.
What is published, and what is not
According to Guichet.lu, the extract published at the RCS states the identity of the general partners, the name, the purpose, the registered office, the managers and their signing powers, and the duration. Limited partners are not named. The partnership agreement governs the transfer of interests; failing that, the transfer of a limited partner’s interests requires the agreement of the general partner or partners. A limited partner who habitually performs acts of management towards third parties loses the benefit of limited liability.
See also the SCS, with legal personality and setting up a fund in Luxembourg.
Next step
Set up your SCSp
We qualify the project, form the general partner and coordinate the filings. Written quote.
Frequently asked questions
Does an SCSp have legal personality?
No. That is its main difference from the common limited partnership. The SCSp acts through its manager, but it is not a legal entity separate from its partners. It is still registered at the RCS and its beneficial owners are declared to the RBE.
Is a minimum capital required for an SCSp?
No. 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 in at formation.
Do you need a notary to set up an SCSp?
No. The partnership agreement can be signed privately, in two originals. A notary is involved only to form a general partner as a SARL or an SA, for example.
Is every SCSp an investment fund?
No. The SCSp is first a corporate form. It becomes an alternative investment fund when it raises capital from investors to invest under a defined policy; the rules on AIF managers then apply.
Does the CSSF take part in setting up an SCSp?
Not for an SCSp that is not a regulated fund. For an SCSp formed as a SIF or a SICAR, the CSSF approves the vehicle; a RAIF is not approved by the CSSF but must be managed by an authorised AIFM.