"Société en Commandite Simple" (SCS)

Description of SCS (limited liability)

The Limited Partnership exists in France and Belgium, they are either Belgian law or French law. They can respond to calls for tenders for public procurement and more easily obtain various grants or aid.

SCS or "société en commandite simple"  is a social form rarely used. This situation is probably linked to unlimited responsability and several liability borne by the general partners (solution provided by the constitution of an English or Hong Kongaise Ltd., which became the partner of the SCS) or a misunderstanding of the benefits of flexibility this structure despite the presence of two distinct categories of partners.

It allows people (sponsors) to participate in the development of a commercial enterprise without becoming traders.

The "societe en Commandite simple" (SCS) is a company incorporated by one or more partners jointly and severally liable (general partners), and one or more lenders (sponsors). This type of company targets, for example, people who want to start a business (active partners or entrepreneurs) that do not have sufficient capital.

Characteristic

• There is no minimum amount but the partners must be brought into the SCS, however all they are committed to make in the articles. The name must be the name of one or more partners.
• The use of the sponsor's name is no longer prohibited, but creates a higher partial responsibility. The sponsor is responsible only up to the promised contribution. The sponsor may not exercise any act of management even under a procuration. The general partners have unlimited joint and several liability. Sponsors have limited liability.

Act

When creating an SCS, the constitution act may be a notarial one but it is not mandatory.

Legal and administrative obligations

The filing of an extract of the document to the Registry shall be held within fifteen days following the formation of the final. The publication to the Belgian is provided by the clerk.

All companies must register in the register of legal persons held the office of the Commercial Court. This will assign a business number.

Advantages

La SCS has several advantages:

• There is no minimum capital requirement;
• SCS does not require a deed in the constitution, a private deed is sufficient;
• shares are not transferable without consent of other shareholders, which guarantees the closed nature of society;
• disclosure requirement is limited;
• Labour members may serve as an "input";
• the partners' liability is limited to their consideration paid or promised;
• this provision shall entitle him but participation in the event of loss is limited to their contribution;
• Our UK partner, VISEO Investments LTD can be used as a Sponsor;
• joint liability of general partner (1 UK Ltd. or Hong Kong Ltd becomes the general partner of the Partnership);
• more discretion towards the treasury;
• easier to open a bank account in Belgium.

Disadvantages

• Commercial documents must state the name of the partner and mention the SCS.

If a sponsor acts as a general partner and / or performs acts of management, it will be considered and responsible partner jointly and severally.