Société en commandite simple : SECS
A SECS is formed under a trading name (company name) which must contain the name of one or more general partners.
The company name of the SECS must contain the name of one or more partners in order to make known the entrepreneur as business promoter to the general public.
Before forming a SECS, one must ensure that the general partners have the capacity to be traders, which is not required for limited partners.A limited partnership (société en commandite simple – SECS) is a commercial company. It requires at least two partners, namely one general partner and a limited partner. The 2 partners have different levels of liability:
- the general partner has joint and several liability for the commitments of the company;
- the limited partner is only liable up to the limit of his contributions.
A SECS is formed under a trading name (company name) which must contain the name of one or more general partners. The name of a limited partner cannot form part of the company name because he would then assume unlimited liability in the same way as the general partners.A SECS can be used in practice for all types of business.
The distinction between two types of partners has two main advantages. It allows:
- general partners to increase the capital of the company without diluting their powers;
- limited partners to back a company without facing unlimited risks.
For these reasons, it is particularly interesting for young entrepreneurs with innovative ideas who need financing from other persons, as well as for entrepreneurs that wish to invest in a company whilst limiting their liability. It is also suitable for small and medium-sized family businesses (transfer to a minor heir is possible).
Constitutional documents
notarised or private deed;
publication of extracts in the official journal (Mémorial C) (signed by the notary and mentioning the precise names of the jointly and severally liable partners).
Company name
the company name must include the names of one or more general partners in order to make known to third parties the unlimited liability of the general partners;
including the names of limited partners gives rise to their unlimited liability.
Duration
unlimited, unless otherwise specified in the articles of association;
dissolved by the will, death, ruin, suspension or bankruptcy of one of the general partners, unless otherwise stipulated in the articles of association.
Conditions
no minimum share capital;
indication in the articles of association of the amount of the share capital or the value of the contributions made or to be made by each general or limited partner;
share capital: contributions in cash or in kind (no auditor’s report required);
contributions in industry are possible, but do not form part of the share capital.
limited partner:
contributions form part of the share capital;
need not be made at the time of formation (an irrevocable commitment is sufficient).
