Company types
Alternative Investment Funds - Special Limited Partnership
A brief overview of Special Limited Partnerships (SLPs):
1. Definition: SLPs are a form of partnership commonly used in Luxembourg for investment purposes. They are characterized by having at least one general partner (GP) and at least one limited partner (LP). Unlike general partnerships (GPs), SLPs offer limited liability to the LPs, meaning their liability is limited to the amount they’ve invested.
2. Flexibility: SLPs offer flexibility in terms of structuring and investment strategies. They can be used to invest in a wide range of assets, including participations, hedge funds, private equity, venture capital, real estate, intellectual property rights, businesses, art funds, crypto funds and more. This flexibility makes them suitable for various types of investment funds and strategies, such as private equity, venture capital, real estate, and alternative investments like crypto funds and art funds.
3. Regulatory Status: Most structuring options available for SLPs in Luxembourg do not require regulatory authorisation from the Commission de Surveillance du Secteur Financier (CSSF), only the GP has to be registered as the AIFM with the CSSF after the formation (excluding RAIF).
4. Tax Treatment: SLPs are treated as tax-transparent entities in Luxembourg, meaning they are not subject to corporate income tax, municipal business tax, or net wealth tax in most cases. This tax treatment enhances their attractiveness for investment purposes.
5. Versatility: SLPs can be structured as unregulated alternative investment funds (AIFs) as long as the AUM do not exceed EUR100m or EUR500m for closed-end funds. This versatility allows fund managers to choose the most suitable regulatory framework based on their specific needs and preferences.
Overall, SLPs offer a flexible, tax-efficient, and versatile vehicle for structuring various types of investment funds and strategies in Luxembourg.
