As previously mentioned, the managers of a common limited partnership (CLP - société en commandite simple) may perform all acts in the name of the partnership that are necessary or useful for the fulfilment of the partnership's purpose. These provisions are not public policy (d’ordre public). When restricting the powers of the managers in the partnership agreement of a CLP, there are two elements to bear in mind.

1- Enforceability Against Third Parties of Partnership Provisions Restricting the Powers of the Managers of a CLP - Principle

If the partnership agreement were to restrict the powers of the managers, these provisions would be unenforceable against third parties, even if these restrictions were published.

2- Exception to the Unenforceability Against Third Parties of Partnership Provisions Restricting the Powers of the Managers of a CLP

However the partnership agreement may allow one or more managers to represent the company, alone or jointly. And this clause will be enforceable against third parties under the usual conditions provided for by the law of 19 December 2002 on the Trade and Companies Register (Title I, Chapter Vbis).

References: Article 310-2, §4 of the law of 10 August 1915 on commercial companies as amended; The Powers of the Managers of a Common Limited Partnership - CLP / SCS VII, May 7, 2021, Bertrand Mariaux.

*Podcast #351

*YouTube Video 340* 

Bertrand Mariaux, Avocat à la Cour, LL.M. (hons.)

Prestation de serment (Swearing-in oath): Luxembourg (2011), Certificat d’Aptitude à la Profession d’Avocat, École de Formation professionnelle des Barreaux de la Cour d’appel de Paris (2009), Bond University (LL.M. (distinct.), International Legal Practice, 2010), Université Sorbonne Paris Nord & University of Limerick (Master in European & International Law - major in economics, 2008), certified Expert in Microfinance (Frankfurt School of Finance & Management, 2015), social entrepreneurship (University of Oxford, 2015 & The Wharton School of Social Policy & Practice, 2014) and social & solidarity economy (International Labour Organization Academy - Social & Solidarity Economy, Organisation Internationale du Travail - Économie Sociale et Solidaire, 2017)

Contributor: Cédric Buisine, Avocat