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Scsp Agreement


It may be dissolved by shareholders by a majority vote representing three-quarters of the ownership shares, unless otherwise stated by the social contract. If the partnership agreement on this subject is silent, the dividends are paid proportionally. The komplenurr is replaced, in accordance with the provisions of the social contract or, if the social contract is silent, by the president of the district court (borough court) at the request of an interested party. In the event of nullity, the shares of ownership can only be transferred, subdivided or pledged under the terms of the social contract. The limitations of a leader`s powers are not binding on third parties, even if they are published. Nevertheless, the partnership agreement allows one or more executives to be given the responsibility of representing the company, alone or collectively, in acts or before the courts. This clause is then mandatory for third parties, subject to publication in the SCN. The constitution – in this case the partnership agreement – must at least be included: two original copies of the partnership agreement must be drafted. Lux LPs are also quick to establish and are confidential vehicles.

It is not necessary for the agreement on the single limited partnership to be made public or for a notary to be associated with its signature, although some limited information on the formation of Lux LP (for example, the .B the identity of the directors (i.e. the directors of the Kompleum) are published in the Official Journal (Memorial C) and the objects of Lux LP). It is important that the identity of the commanders and their respective contributions can be treated confidentially. While there are currently limited circumstances in which a CBS must submit its accounts to the Register of Commerce and Companies in the public registry, these circumstances are unlikely if the CBS is used as a vehicle of funds. A SCSp is not currently required to file its accounts in public. As a result, Lux LP accounts used in fund structures are generally confidential documents. The information that must be made available to the partners is limited to the information contained in the partnership agreement. Decisions of the partners are taken at the general meeting.

The partnership agreement may include specific provisions regarding the operation of the SCSp. If not, the following provisions apply. If the social contract is silent: if the social contract for the appointment of executives is silent, all companies can hire it. The SCSp is bound by the actions of a director, even if they exceed the objective of the undertaking, unless the SCSp can show that the interested third party knew or could not foresee that these acts exceeded the purpose of the undertaking in the circumstances (the publication of the partnership agreement is not sufficient evidence).