Earlier we identified decisions that specifically have to be taken by the partners in a common limited partnership (CLP - société en commandite simple). The partnership agreement should indicate which decisions may not be taken by the partners. The form and conditions of these decisions should also be stated. 

However, if the partnership agreement of the CLP is silent:

i- the decisions of the partners are taken: 

• in a general meeting; or 

• through a written consultation;

the written consultation takes place as follows:

• each partner has to receive the text of the resolutions or decisions to be taken expressly stated and shall cast his vote in writing;

ii- the decisions are validly taken by a majority of the vote cast (regardless of the portion of partnership interests represented);

however, for decisions regarding:

• changes to the company's purpose;

• the change of nationality of the company;

• the conversion or liquidation of the company;

the latter are adopted only by the approval of:

• the partners’ quorum representing 3/4 of the partnership interests; and

• of all general partners;

iii- such meetings or written consultations may be convened or initiated by:

• the manager or managers; or by

• partners representing more than half of the partnership interests.

References: Article 310-5(2) of the law of 10 August 1915 on commercial companies as amended; #358-347* Decisions of the Partners and Articles of Association of the Partnership - CLP/SCS, May 26, 2021, Bertrand Mariaux.

* Podcast #359

*YouTube Video 348* 

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