Unregulated SCS/SCSp Table
|Applicable legislation||Law of 10 August 1915 ("Company Law")|
|Authorisation and supervision by the CSSF||No|
|Qualification as an AIF||Non-AIF, unless activities fall within the scope of article 1 (39) of the AIFM Law.|
|Exemption from AIFMD full regime under lighter regime (AIFMD registration regime)||Possible.|
|Risk diversification requirements||No risk diversifation requirements.|
|Legal Form||- SCS
|Capital requirements||No minimum capital requirement.|
|Required Luxembourg service providers||For SCS:
- Alternative Investment Fund Manager (if the SCS qualifies as an AIF).
- No requirement to appoint a depositary (except if the SCS qualifies as an AIF and is managed by a duly authorised AIFM).
- Alternative Investment Fund Manager (if the SCSp qualifies as an AIF).
-No requirement to appoint a depositary (except if the SCSp qualifies as an AIF and is managed by a duly authorised AIFM).
|Possibility of listing||In principle, no. The SCS/SCSp may however issue debt securities that are eligible to be listed on the stock exchange..|
|European passport||No, unless it falls under the scope of the full AIFMD regime.|
|Net asset value (NAV) calculation and redemption policy||Not required.|
|Overall income tax (corporate income tax and municipal business tax)||No corporate income tax applicable.
Municipal business tax of 6.75% applicable in very limited circumstances, namely in case the SCS/SCSp (i) carries out a commercial activity or (ii) is deemed to carry out a commercial activity. A SCS/ SCSp is deemed to carry out a commercial activity if its general partner is a Luxembourg public or private limited liability company holding at least 5% of the partnership interests.
With a proper structuring of the GPs partnership interest it should be possible to avoid the deemed commercial characterisation of the SCS/SCSp.
|Subscription tax||No subscription tax.|
|Wealth tax||No wealth tax.|
|Withholding tax on dividends / interests and capital gains||Not subject to withholding tax.|
|Benefit from double tax treaty network||No|
|Benefit from the EU Parent Subsidiary Directive||No.|
|Thin capitalization rules (debt-to-equity ratio)||No debt-to-equity ratio.|
|Practical use||Private equity, venture capital and real estate investments and any other alternative investments.|