Setting up a SENC in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
A Luxembourg general partnership (SENC) is a commercial partnership formed by at least two partners, individuals or legal entities, all liable indefinitely and jointly for the company’s debts. It has no minimum capital, is formed by private deed or notarial deed, and an extract of the deed is published at the RCS.
Definition
The SENC (société en nom collectif, or general partnership) is a Luxembourg commercial company governed by the amended Law of 10 August 1915, in which all partners must have the capacity to trade and are personally liable, without limit and jointly, for all the company’s commitments.
The SENC at a glance
- Partners
- 2 minimum
- Minimum capital
- None
- Liability
- Indefinite and joint
- Shares
- Registered, not freely transferable
Setting up a SENC
- 1
Check the project
Activity, partners, business permit and trading capacity of each partner.
businessregistration.lu - 2
Partnership agreement
A partner lawyer drafts the deed: name, registered office, purpose, contributions, management, transfer of shares.
Partner lawyer - 3
Signature
By private deed, one original per party, or by notarial deed.
Partners - 4
RCS and RESA
Filing and publication of an extract of the deed.
LBR - 5
RBE
Declaration of beneficial owners within one month.
LBR - 6
Permit, VAT, CCSS
Business permit depending on the activity, then registrations.
Ministry of the Economy, AED, CCSS
SENC or SARL?
| SENC | SARL | |
|---|---|---|
| Partners’ liability | Indefinite and joint | Limited to contributions |
| Minimum capital | None | €12,000 |
| Formation | Private deed possible | Notarial deed |
| Transfer of shares | Unanimity, unless the articles provide otherwise | Three-quarters approval for a third party |
| Number of partners | 2 minimum | 1 to 100 |
Liability with no ceiling
In a SENC, a creditor can pursue any partner for the whole of a company debt, including towards the authorities for VAT and municipal business tax, according to Guichet.lu. This form is reserved for partners who know each other and share the same risk. To limit exposure, the SARL or the SCS with a corporate general partner are often preferred. We do not give tax advice on the SENC regime.
How it operates
Management is entrusted to one or more managers appointed by the articles or by the partners. If none is appointed, all partners are managers. Shares are exclusively registered, and their transfer requires a unanimous decision of the partners or an article that allows it; it must be notified to the company and accepted by it. According to Guichet.lu, annual accounts are filed at the RCS when turnover exceeds €100,000 excluding VAT.
Compare with the common limited partnership and the SARL.
Next step
Set up your SENC
We check that the form suits your project and coordinate the partner lawyer and the filings. Written quote.
Frequently asked questions
How many partners does a SENC need?
At least two. Partners may be individuals or companies, and each must have the capacity to trade. Because all of them are liable for debts without limit, solvency and trust between partners matter more than the capital contributed. The SENC has no minimum capital.
Are SENC partners liable with their personal assets?
Yes. Liability is indefinite and joint: each partner can be pursued on personal assets for all the company’s debts, including towards the authorities, unless the articles set different rules between partners, which cannot be enforced against creditors. A creditor can therefore approach any one of them.
Do you need a notary to set up a SENC?
No. The deed may be signed by private deed, in as many originals as there are parties. Using a notary remains possible. The deed states at least the name, registered office, purpose and contributions, and an extract of it is published at the RCS.
Does a SENC need a business permit?
Yes, if its activity falls under the establishment law, which is the case for most commercial and craft activities. The company must hold the required permits before starting. It applies for them to the Ministry of the Economy, then registers for VAT and with the CCSS.
Can you transfer your shares freely?
No. Unless the articles provide otherwise, a transfer requires the unanimous consent of the partners. It must then be notified to the company and accepted by it to be enforceable. Shares are exclusively registered, which makes it possible to track every change of partner.