A limited partnership (société en commandite simple or SECS) is one of the easiest and most flexible company structures offered under Luxembourg legislation.

It requires two partners. The first, the limited partner (commanditaire) bringing in the capital, is only liable up to his total contribution. The second, the general partner (commandité), brings in his contribution in kind, in the form of his technical or commercial competences and know-how. He has joint and several liability for the company's commitments.

No minimum contribution is necessary and company incorporation can take place on a private basis at no great expense. This similarly applies to any later amendments.

This form of company is particularly interesting for a first-time entrepreneur and an investor wanting to limit his risk to his contribution he agrees to inject.

A few features of an SECS

  • It is easy for the general partner to increase the company's capital without any limitation to his degree of empowerment.
  • Only the general partner must have a trading licence.
  • The company capital must be paid up in cash. A contribution in kind is not allowed.
  • Company shares are registered and not transferable unless stated otherwise in the articles of association.
  • The company must comply with the standard minimum chart of accounts.
  • The limited partner should limit his involvement to contributing the capital. Otherwise he becomes liable to the same extent as the general partner.