ARTICLE
10 March 2015

SCS and SCSp: Income Direct Tax Treatment

W
Wildgen

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Founded in 1923, the Wildgen business law firm is one of the most renowned legal practices in Luxembourg. A full-service independent law firm, Wildgen focuses its activities on company law, banking and financial law, funds and taxation. It has grown steadily, with a long and solid tradition in cross-border transactions and an extensive international network of specialists and consultants.
The administrative Circular LIR n°14/4 of 9 January 2015 recalls that SCS (Société en commandite simple) and SCSp (Société en commandite spéciale) are transparent for corporate income tax purposes.
Luxembourg Tax

The administrative Circular LIR n°14/4 of 9 January 2015 recalls that SCS (Société en commandite simple) and SCSp (Société en commandite spéciale) are transparent for corporate income tax purposes. These vehicles are also transparent for municipal business tax purposes provided that cumulatively (i) these are not tainted by a commercial general partner holding at least a 5% interest in the vehicle and (ii) the SCS/SCSp does not exercise itself a commercial activity.

The Circular clarifies the concept of "commercial activity" for this purpose with an emphasis on its application to fund structures. Interestingly, the Circular explicitly takes the view that Luxembourg Alternative Investment Funds (within the meaning of Directive 2011/61/EU) under the form of SCS/SCSp are deemed not to exercise a commercial activity.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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