The New Special Limited Partnership

The SLP is a partnership entered into by one or more general partners (GPs) with unlimited and joint and several liability for all the SLP's obligations, with one or more limited partners (LPs) contributing only a speci!c amount pursuant to the provisions of the limited partnership agreement (LPA). It does not constitute a legal person separate from that of its partners.

The SLP may be used by regulated and non-regulated entities whether qualifying as alternative investment funds under the AIFMD or not. Thus, regulated investment vehicles such as the Specialised Investment Fund (SIF) and the Investment Company in Risk Capital (SICAR) may adopt the legal form of the SLP with the inherent structural and tax advantages which this new type of investment vehicle will entail. Similarly, non-regulated !nancial participation companies (SOPARFIs) may also adopt this legal form.

1. FEW MANDATORY RULES - PREDOMINANCE OF THE LPA

   The mandatory provisions relate inter alia to (i) the keeping and content of a register of partners, (ii) information (excluding on LPs) to be published, (iii) limited causes of voidance and (iv) the manner inscriptions and other formalities regarding the SLPs's assets are made. All other aspects of the SLP such as inter alia the type of partnership interests, timing, method and type of contributions, timing and extent of distributions and reimbursements or exclusions therefrom, claw back rules, political rights, LP matters and information, reduction and redemption of partnership interests, can be determined by the LPA to be agreed upon by the partners.

2. MANAGEMENT OF THE SLP AND ROLE OF LPS

   The new regime gives GPs the right to manage the SLP, but not the...