Open a Special Limited Partnership in Luxembourg

If you want to open a special limited partnership (SLP) in Luxembourg, our lawyers can help you, as presented below.

Quick Facts
Best use for SLP in Luxembourg	– hedge funds, – private equity, – cryptocurrency, – collectibles
Legal personality (YES/NO)	No
Time frame for registering a SLP in Luxembourg	Around 4 weeks
Number of partners	At least 2
Number of investors	There is no limit
Regulatory approval (YES/NO)	No
Bank deposit for SLP (YES/NO)	Yes
Minimum share capital (YES/NO)	No
Formalities for company formation of a SLP	Partnership agreement or deed of incorporation with information about the company name and purpose
Certificates for SLP in Luxembourg	– Luxembourg Inland Revenue, – Joint Social Security Centre, – Registration Duties, – Estates and VAT Authority
Audit required (YES/NO)	No
Preparation of annual financial statements (YES/NO)	No
Advantages of SLP in Luxembourg	– flexibility, – no capital required, – great taxation, – fast company registration in Luxembourg
Tax advantages	– tax transparent: no corporate income tax at SCSp level, – no net wealth tax at SCSp level, – but municipal business tax applies if it carries on a commercial activity, and VAT rules apply
We can provide registration support for SLP	Yes

What is a Luxembourg special limited partnership?

The special limited partnership in Luxembourg (SLP), also known as SCSP in Luxembourg, is a flexible type of partnership different from others because it has no legal personality. This means that its general partners are jointly and without limit liable for its debts, while limited partners are liable only up to their contribution. At the same time, this allows for a great degree of flexibility, especially when deciding upon the agreement of the partnership.

What are the requirements to open a special limited partnership in Luxembourg?

at least 2 partners;
one of the partners is the general one;
the second partner is the limited one;
it is possible for one partner to be both a general and a limited member in the SLP;
a Luxembourg-based address.

Is it possible for a Luxembourg SLP to have companies as members?

Yes, there are no restrictions in this sense.

If you would like to understand better the Luxembourg SCSP structure, you can read the following infographic:

What are the conditions to open a special limited partnership in Luxembourg in 2026?

The general partner must ensure he/she/it has the necessary license or authorization to act as a trader. This means that the said partner must meet the professional integrity condition to obtain the business permit. Our Luxembourg company formation specialists can offer more information on this requirement.

Note: the condition does not apply to limited partners, as they do not have management roles in the SLP.

What is the statutory document for the creation of a SLP in Luxembourg?

The partnership agreement which is a private document. When opening a SLP in Luxembourg, it must be drafted in two original copies. Since there is no need for the agreement to be drafted by a public notary, clients can rely on our local specialists for its creation.

What is the content of the agreement for a special limited partnership?

The minimum requirements are:

the name of the partnership;
the legal address;
the purpose of establishment;
details about the contribution of each partner.

What is the information to be filed with the Trade Register to open a SLP in Luxembourg?

the partnership deed in the form of an extract;
the name of the partnership;
the names of the partners;
the purpose of SLP;
the registered address;
the name(s) of the manager(s);
the duration of the SLP (if applicable).

Is there a minimum capital imposed to open a special limited partnership in Luxembourg?

No.

How long does it take to register a SLP in Luxembourg?

Approximately one month.

Can a Luxembourg special limited partnership be converted into another business entity?

Yes, it can be converted through a decision of the partners.

What are the uses of a Luxembourg special limited partnership?

The SLP can be a great vehicle for those who want to open an investment fund in Luxembourg, as it benefits from a set of characteristics especially designed to cover the needs of a wide category of investors.

A special limited partnership in Luxembourg is normally created for establishing different kinds of funds, such as:

venture capital fund,
pledge fund,
private equity fund,
microfinance fund,
private debt fund,
assets fund.

How is a Luxembourg SLP taxed?

Among the taxes that come to the attention of an SLP in Luxembourg, we specify:

business tax,
property tax,
VAT (with annual VAT returns where turnover is below EUR 112,000),
net wealth tax under certain conditions.
personal income tax,
fixed registration fee.

We advise you to turn to our accounting specialists in Luxembourg for support in tax matters.

For more details about investment vehicles and other types of companies, such as SCSP in Luxembourg, please contact our company formation agents in Luxembourg.