PwC Luxembourg’s newly released Private Equity brochure provides the main legal, accounting, valuation and tax rules pertaining to both regulated and unregulated Luxembourg limited partnerships  (Lux LP) and Luxembourg special limited partnerships  (Lux SLP).

While implementing the AIFMD, Luxembourg used the opportunity presented by the preparation of this law to include provisions not related to the AIFMD. These include the new Luxembourg tax regime on carried interest, the enhancement of the Lux LP and the introduction of a new partnership form without legal personality, i.e. Lux SLP.

The new legal framework applying to the Lux LP and the Lux SLP allows for high flexibility while providing greater legal certainty. It also caters for an extended Luxembourg tax transparency treatment for non-regulated Lux LP and Lux SLP.

“By improving the existing Lux LP regime and adding the Lux SLP to its legal arsenal of investment vehicles dedicated to the alternative investment industry, Luxembourg offers a new solution as alternative investment fund jurisdiction to Private Equity and Venture Capital operations and to alternative investment funds managers and promoters in general,” says Vincent Lebrun, partner, Private Equity Leader at PwC Luxembourg.

The Lux LP and the Lux SLP may be used as a fund vehicle (master fund or feeder fund), a joint venture, a co-investment vehicle, a carry vehicle, an acquisition vehicle, etc.

“The main difference between these two vehicles lies in the absence of any legal personality for the Lux SLP. The Lux LP and Lux SLP constitute an onshore solution with a legal flexibility comparable to the Anglo-Saxon Limited Partnerships model, and a full tax transparency in most cases. This allows the fund and the acquisition structure to be in the same jurisdiction and currently grants immediate access to the passport for distribution to European investors, provided that the AIFM in charge is located in Europe,” notes Christine Casanova, Tax Director at PwC Luxembourg.

The Luxembourg Limited Partnership guide is available on PwC Luxembourg website.