The constitutive document and more precisely the partnership agreement of a common limited partnership (CLP / société en commandite simple), may regulate many aspects of the partnership's life cycle.

Let us examine the decisions that must be taken by the partners (i) before considering certain decisions not taken by the partners - which decisions must be mentioned in the partnership agreement (ii). It is worth noting that with respect to the proportion of distribution of voting rights and unless the partnership agreement provides otherwise, the voting rights of each partner are proportional to her/his partnership interest.

I - Decisions to Be Taken by the Partners

The law expressly provides for a series of decisions that have to be taken by the partners. The decisions that have to be taken by the partners are:

the amendments to the partnership's corporate purpose (l’objet);
the change of nationality to the partnership;
the conversion of the partnership in another corporate form; or
the liquidation of the partnership.

II - Decisions Not Taken by the Partners - Form and Conditions of Adoption

Apart from the decisions to be taken by the partners (see (I) above), the partnership agreement determines which decisions the partners may not take. The partnership agreement should determine in what form and under what conditions such decisions should be taken. Should there be no stipulation in the partnership agreement in this respect, the law shall govern the adoption of decisions not taken by the partners. We will deal with this point in a later publication.

References: Article 310-5 (1) and (2) of the law of 10 August 1915 on commercial companies as amended; #345-334* Partners’ Contribution in a Common Limited Partnership - CLP/SCS II, April 30, 2021, Bertrand Mariaux.

* Podcast #358

*YouTube Video 347*

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