At the time of the transposition of the AIFMD into Luxembourg law, the Luxembourg government took the opportunity to reform the limited partnership regime, from both a corporate and fiscal perspective. The reform aims to make the Luxembourg limited partnership a more attractive structure for fund managers – in particular, private equity managers. To date, the vast majority of Luxembourg investment companies have been organized as joint-stock companies.
The typical “limited partnership” has one or more general partners (each of whom bears unlimited personal liability, is responsible for management and is authorized to represent the partnership vis-a-vis third parties) and one or more limited partners (whose liability is limited to their respective contributions and who may not participate in the conduct of management or represent the partnership vis-a-vis third parties). The Luxembourg law on commercial companies of 10 August 1915, as amended (the “Companies Law”) until recently recognized only two forms of limited partnership, each of these having a separate legal personality...
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