Limited partnership with share capital (SCA): what you need to know
Verified 06 February 2026 - Entreprendre Service Public / (Prime Minister)
SCA is a complex social form that is not widespread. It presents itself as an ingenious merger between the limited partnership (SCS) and the public limited company (SA), thus offering investors the opportunity to participate in the development of the company while limiting their liability.
The limited partnership by shares (SCA) is a commercial business that is distinguished by its mode of operation.
The SCA includes 2 types of partners :
- General Partners : « active » partners who manage the business, they have merchant status.
- Sponsoring Partners : « passive » partners who finance the business and oversee its management. They are investors, they have the status of shareholder. They are forbidden to interfere in the external management of the business (e.g. signing a supplier contract). On the other hand, they participate in the internal life of the business through the general meetings and the supervisory board.
A SCA must bring together at least 4 associates, of which 1 general partner and 3 sponsors. Partners, both general partners and sponsors, may be individuals physical (individuals) or persons moral (businesses).
FYI
The SCA can exercise any type of activity, with the exception of certain regulated sectors (tobacco retail, insurance, regulated liberal professions).
The main interest of this social form is to be able to carry out a offering to the public of securities (in order to obtain outside capital) while reserving the direction and management of the business to a small group (the general partners).
In addition, the great freedom it offers to organize the status of managers also ensures better protection that granted to managers of public limited companies (SA).
Please note
You are considering create a SCA ? We explain how build a business step by step.
Formation of share capital
The share capital of a SCA must be at least €37,000 (or €225,000 if the business is listed on a regulated market). The capital may consist of contributions in cash (money) and contributions in nature (of goods: equipment, vehicles, buildings, goodwill, patents...).)
Please note
The share capital of the SCA is divided into " actions » distributed to limited partners based on their contribution.
The shares of the general partners do not contribute to the formation of such capital. Nevertheless, the general partners may subscribe for shares themselves, and thus accumulate sponsorship and sponsorship qualities.
Release of contributions
From the moment of creation, at least half of the cash contribution must be released, i.e. paid into an account available to the business. The other half must be released within 5 years which follow the registration.
Inputs in kind must be assessed by a reporting commissioner. Its report shall be lodged at the Registry of the Commercial Court and shall be made available to the partners.
Financial responsibility of partners
The financial responsibility of the partners depends on their status:
- General Partners : their responsibility is indefinite and solidarity. In other words, the creditors SCA can sue each general partner (or even only one of them) on his personal assets to pay the entire debt.
- Sponsoring Partners : their responsibility is limited in the amount of their contribution to the capital, they cannot be sued on their personal assets.
In the event that the partners accumulate the quality of sponsors and sponsors, they will remain indefinitely and jointly and severally liable for the debts of the business (the social liability) in their capacity as general partners.
Manager(s)
Every SCA has one or more managers designated in the statutes at the time of its constitution. They may be general partners or third party.
During the course of the company's life, new managers may be appointed by the general partners. Unless otherwise provided in the Articles of Association, unanimity is required.
The manager is vested with the most extensive powers to act in all circumstances on behalf of the company (e.g. taking out professional insurance, sending summonses to meetings, paying social security contributions, etc.).
In its dealings with third parties, the business is bound by the actions of the manager even if they do not fall within the corporate purpose (unless proof is provided that the third party knew that the action exceeded that purpose or that it could not ignore it in the circumstances).
Nevertheless, the articles of association may make any act of the manager, for example, from a certain sum, subject to the prior authorization of the Supervisory Board or the General Shareholders’ Meeting.
Please note
The statutes must provide for a age limit for the performance of the function of manager. When the manager reaches the age limit, he is considered to have resigned. In the absence of any mention in the statutes, the limit shall be 65 years.
Supervisory Board
The SCA also includes a supervisory board whose mission is to permanent management control business. It is composed of at least 3 limited partners (limited partners cannot be members).
The Supervisory Board monitors the regularity and sincerity of accounting and financial information. As such, it shall submit an annual report to the General Meeting of report in which it reports, in particular, irregularities and inaccuracies in the accounts for the financial year.
Please note
The members of the Supervisory Board must also comply with an age limit. If the statutes do not contain any provision in this respect, the number of members of the Supervisory Board who have reached the age of 70 years can't be superior one third of the members of this board in office.
The members of the Supervisory Board do not have the status of directors and do not engage their responsibility because of the acts of management and their outcome. In fact, they cannot be prosecuted for mismanagement.
Only failure or negligence in the execution of their mandate and duty of control are likely to put their liability at risk. This is also the case when they fail to disclose to the general meeting an offense committed by the managers of which they have knowledge.
Specifically, a partner acting in an individual capacity or the business itself may take legal action and claim damages from them to make good the damage caused.
FYI
Any decision involving a amendment of the statutes requires a approval of sponsors meeting in extraordinary assembly and the agreement of the general partners which, except as otherwise provided in the articles of association, shall be unanimous.
Taxation of profits
The SCA is covered by thebusiness tax (IS). As such, it carries out each year a income statement no. 2065, within 3 months of the end of the financial year. However, if the financial year is ended on 31 December or if no financial year is closed in a year, the declaration shall be made at the latest on 2e working day next to 1er May.
The amount of business tax (IS) is calculated on the basis of the income for the last financial year. The tax rate is 25% on all of this tax result.
Please note
One reduced rate 15% applicable to small and medium-sized companies with a duty-free turnover not exceeding €10 000 000 and whose capital is fully paid up and held for at least 75% by natural persons. This rate applies to the share of profits up to €42,500. Beyond that, the tax rate is 25%.
A business can opt for the income tax (IR) system where it fulfills all of the following conditions:
- It is primarily engaged in a commercial, craft, agricultural or professional activity
- It is not publicly traded
- It employs less than 50 employees
- She realizes a annual turnover or have a total balance less than €10 000 000
- It must have been created since under 5 years old at the time of the option request
- The voting rights must be held at at least 50% by one or more natural persons
- The voting rights must be held at at least 34% by one or more of the following persons: Chairman, Chief Executive Officer, Chairman of the Supervisory Board, member of the Management Board or manager and the members of their tax household.
This option is valid for 5 accounting years and cannot be renewed. This option entails taxation of the income directly at the level of the shareholders, depending on the shareholding of each of them in the capital of the business.
Taxation of managers
Manager
The remuneration that the manager receives under his corporate office is imposed on theincome tax (IR) in the category of salaries and wages.
An abatement of 10% or a deduction of the amount of the actual expenses (accommodation, meals, travel,...) of the executive officer) is made before the application of the tax.
Member of the Supervisory Board
The remuneration received by the members of the Supervisory Board consists in the payment of a lump sum fixed by the Ordinary General Shareholders’ Meeting, which the members distribute among themselves.
Such remuneration shall be imposed on theincome tax (IR), in the category of income from movable capital.
Taxation of partners
It is necessary to distinguish between the taxation of members sponsored and sponsors.
General Partner
The general partner is remunerated by a share of the profits fixed in the articles of association, and which takes into account the risks related to his joint and indefinite liability. In the case of contributions to industry (know-how, competence), an additional share is allocated to it.
Income received by general partners is taxed atincome tax (IR) in the category of industrial and commercial benefits (BIC).
Sponsoring Partner
The partners receive dividends which fall into the category of income from movable capital.
The dividends shall be imposed ex officio on Single flat-rate levy (PFU) from 31.4% of which 12.8% of income tax and 18.6% social levies. Partners may opt for taxation at Income tax scale.
The social regime of the manager differs according to whether he is a partner sponsored or not.
Sponsored Manager
The general partner is subject to the self-employed persons (TNS), as well as the majority manager of SARL.
Non-Sponsored Manager
The non-general manager is employee-equivalent and enjoy social protection under the general social security system.
The unaffiliated and unpaid manager is not covered by any compulsory social security scheme.
The shares general partners and actions limited partners operate under a different regime.
Share capital of general partners
The transfer of the shares of the general partners requires the unanimous agreement of the sponsors and sponsors.
Nevertheless, the articles may provide that the majority in number and capital of the limited partners, together with the consent of all the limited partners, will be sufficient in the case where the limited partner transfers only a part of his shares.
The transfer of shares must be recorded in writing (deed under private or notarial signature) and implies an amendment of the statutes to be published in RCS: titleContent.
Actions of Sponsors
In principle, the transfer of shares of the limited partners is free, the law does not provide for any accreditation procedure.
However, the statutes of the business may include a approval clause. This makes it possible to subject the disposals of shares to the agreement of the partners, unanimously or by a majority of them.
This clause is excluded in the case of succession, liquidation of the matrimonial property regime or transfer, either to a spouse or to an ascendant or descendant.
Please note
The transfer of shares shall give rise to the payment of registration fee. The amount of this tax is 0.1% of the sale price.
SCA | |||
|---|---|---|---|
Number of associates | 4 minimum (1 general partner and 3 sponsors) | 2 minimum (1 general partner and 1 general partner) | 2 minimum (or 7 if listed) |
Governance | Manager(s) + Supervisory Board | Manager(s) + Supervisory Board (optional) | Chairman + Board of Directors or Executive Board |
Share capital | €37,000 | Free | €37,000 |
Release of cash contributions | At least 1/2 from inception | No obligation | At least 1/2 from inception |
Taxation of profits | (IS). Possible option for IR |
| (IS). Possible option for IR |
Executive's social plan |
| Self-employed person (TNS) | Assimilated-employee |
Social Titles | Shares + Shares | Shares | Actions |
Transmission of securities |
| Unanimity of partners | Free (approval clause possible) |
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Specific SCA regime
Sale of shares, agreement of the partners
Transfer of shares, approval clause
Businesses subject to business tax (IS)