Unregulated SCS/SCSp Table
| Unregulated SCS/SCSp | |
|---|---|
| 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. |
| Eligible investors | Unrestricted. |
| Eligible assets | Unrestricted. |
| Risk diversification requirements | No risk diversifation requirements. |
| Legal Form | - SCS - SCSp |
| Umbrella structure | No. |
| 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). For SCSp: - 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. |
