Why choose a SECA?
The major benefit of a Partnership Limited by Shares is the options for the type of shareholder one can be. Since partners can have varying liability, there are a number of associated advantages: firstly, a general partner with unlimited liability can increase the company’s capital without decreasing their own power, and secondly, limited partners can invest without being liable beyond their contributions. Thus, financing can be attained from other parties who wish to invest in a company while having limited liability. Also, confidentiality can be maintained as the identity of limited partners are not required to be released.
Company registration
In order to form a Partnership Limited by Shares, the corporation’s articles of association must be recorded by a notary. After this, these articles of association must be lodged with Luxembourg’s Trade and Companies Register. One personally liable shareholder must be mentioned in the articles of association.
Shareholders
A SECA requires at least two shareholders, one with unlimited liability, referred to as the general partner, and one with limited liability. The limited liability shareholder is only liable for liabilities of the SECA up to a sum matching his own contribution.
Minimum capital
The minimum capital of a SECA is 30,000 EUR. This only refers to the contributions of the limited liability shareholders. There is no minimum capital requirement with regard to the contributions of the general partners. At least 25% of the minimum capital must be paid on the date of registration.
Shares
At the time of registration of the company, the minimum capital is divided into registered shares of the same value. These shares are freely transferrable for limited and general partners.
Management
General shareholders meeting
Unlike a PLC or an LLC, a general meeting for a Partnership Limited by Shares does not carry the same weight. They do not deal with acts that modify the articles of association or affect the interaction of the company with third parties.
Board of directors
The board of directors in an SECA consists of the general partners of the company. Therefore, the board is not elected or replaced by votes. As mentioned, they are responsible for the management of the SECA. If if its business activities include commercial activities at least one of the directors or shareholders has to fill the requirements in order to obtain business permit.
Supervision
In a SECA, supervision is done by at least three commissaire.
Statutory auditor
An independent auditor is required to inspect the company’s books if an LLC exceeds two of the following:
-a balance sheet sum of 4,4 million EUR
-a net turnover of 8,8 million EUR
-50 full-time employees (average of the year)
Liquidation
For a SECA, the directors of the board will make a decision to dissolve the company in an extraordinary general shareholders meeting in the presence of a notary. Half of the share capital is required to be present at the meeting and a two-third vote is required.
Taxation
