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April 12, 2021

Sca Limited Partnership Agreement

Filed under: Uncategorized — Mark Baker @ 12:07 am

Sponsorship-based Anglo-Saxon companies have for many years been the “Go to” vehicle for private private equity structures. This is mainly due to the fact that they have the advantages of investor familiarity to be exempt from any corporate tax surcharge, to maintain limited investor liability and to be generally treated as tax-transparent, so that there are no tax leaks at the fund level. Advertising obligations are therefore rather limited. Luxembourg corporate law provides for a number of sanctions if the mandatory information is not provided by the publication to the RESA. Certain documents and extracts of documents are binding on third parties only from the day of publication to the RESA, unless the company proves that the third parties concerned were aware of them beforehand. However, third parties may rely on documents or excerpts that have not yet been published. In the case of transactions that take place before the 16th day following the date of publication, these documents or extracts of documents are not binding on third parties who can prove that they have not been informed. If there is a discrepancy between the submitted document and the document published in the RESA, it is not binding on third parties unless the company can prove that it has been informed of the contents of the submitted document. Luxembourg took part in this law by creating two limited partnerships on the basis of Anglo-Saxon corporations: the single limited partnership, also known as a joint limited partnership or “SCS”; and the special limited partnership, also known as a special limited partnership, or SCSp.

These two Lux-LPs are very similar and most of the legal regulations it governs are the same. The only fundamental difference between the two vehicles is that scSp does not have a legal personality (such as an English limited partnership) and the legal CBS (as a Scottish limited partnership). We see more and more that they are used as land-based fund vehicles, separate account vehicles, co-investment vehicles and transportation vehicles primarily for the reasons described below. What are the trust obligations of a private equity fund created in your jurisdiction and its third-party investors created by that fund manager (or any other similar control party or agent) in accordance with the laws of your jurisdiction, and to what extent can these obligations be changed by the agreement of the parties? Most private equity funds are located inside or outside Luxembourg. Assuming that such an offer does not fit within the scope of Directive 2003/71/EC of 4 Regulation 809/2004 of 6 April 2004, as amended, implemented by the prospectus law of 10 July 2005 as amended in Luxembourg (the prospectus law) is not subject to additional rules or rules (with the exception of sisca or SIF rules). In an AIFMD scenario, EU-based managers are granted a European passport to market EU alternative FONDS to professional investors across the EU. Extending the passport to managers in non-EU countries is on the agenda, but is not yet available. Luxembourg AAFs created as sIF or SICAR sif or SICAR are automatically allowed to market “well-informed investors” (see question 25) in Luxembourg.

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