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Special Limited Partnership

The Special Limited Partnership

The SLP is a partnership with no legal personality, following the usual common law partnership regime, and offers a high degree of contractual flexibility and cost efficiency.

It can be structured under different forms, such as a regulated investment entity (SICAV under the SIF regime, or a SICAR) or an unregulated entity.

key advantages :

    Fund managers – in particular private equity and real estate managers - can use the SLP investment structure and benefit from the following key advantages:

  • The registration of assets which are contributed to the SLP are made in the name of the SLP, not in the name of a GP or a LP;
  • Assets are segregated: a personal creditor of a partner has no direct claim against the assets of the SLP. A creditor of the SLP has no direct claim against the assets of the limited partners;
  • No minimum amount corporate capital is required;
  • When used as a non-regulated investment vehicle the SLP is exempt from corporate income tax, ensuring the repatriation of profits with no or limited leakage;
  • The management may be delegated by the GPs to an AIFM (such as LFP);

If regulated, an SLP may be set up as an umbrella vehicle with various investment strategies and segregated portfolios of assets (defined as sub-fund or compartment).

For SLPs that qualify as an Alternative Investment Fund, they are subject to the relevant provisions of the AIFMD.

An SLP that will qualify as an AIF also benefits from the overall control framework and governance of a fully authorized AIFM.

This structure of management and corporate governance gives additional comfort to the LPs through the provisions of the AIFMD that guarantee a robust level of protection to the investors while avoiding the AIFM to support a double layer of regulation at the level of its AIF.