Set Up Limited partnership (SECS)

A limited partnership (SECS) is a marketing business concern. It necessitates at least two companions, namely one joint partner and a regulated partner. The 2 companions have, unlike levels of liability:

  • The usual companion has mutual and several liabilities for the commitments of the company.
  • The restricted companion is only liable up to the level of his contributions.

You can easily use SECS for all types of businesses.

The difference between the 2 types of companions has two advantages. These are:

  • Usual companions to develop the capital of business marketing without diluting their forces;
  • Restricted companions to support a company outside the unlimited risks.

Therefore, it is especially interesting for young entrepreneurs with innovative plans who want financial help from other persons, including entrepreneurs that have the ambition to invest in a company while limiting their liability. Also possible in small and medium-sized family businesses (transfer to a minor heir is achievable).

Limited partnership Requirements

  • No ceiling contribution capital;
  • The suggestion in the laws of the company of the content of the share capital or the degree of the contributions created or to be created by each usual or restricted partner;
  • contribution capital: contributions in cash, in kind, or in services (author’s report is not necessary);
  • Restricted partner:
    • Contributions form part of the contribution capital;
    • required not to be made at the period of forming ( a commitment impossible to change is adequate)

Document of concern shares

Registered shares only.


Common partner: capacity as a businessman;

Limited partner: no states.


Minimum 2: one usual partner and one restricted partner; unlimited amount.

Limited partnership Liability

Joint partners. Unlimited addition and several liabilities for all of the business concern commitments towards:

  • Business concern creditors up to the company assets, and extra to the personal advantages of the companions;
  • The tax administration, if the liabilities result from the activities of the business (VAT, communal business tax);
  • The other companions, as addiction and several co-debtors, except if stipulated in the articles of association;

Limited partners

  • Common and several liabilities, but limited to their contribution;
  • Responsibility towards third groups to pay interest and dividends again if they were not carried out from the real buoyant but from the share capital.
  • Forbidden from taken away an act of management about third parties under punishment of incurring unlimited liability (this ban is not valid for advising the board, acts of control and supervision.
  • Authorizations are given to business managers for actions that are outside their powers).

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