What is an SCS?
The Limited Partnership (SCS) is a legal form governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings (AUSCGIE). The SCS combines two categories of partners with different status: general partners (unlimited liability) and limited partners (liable only up to their contributions). A rare but useful hybrid structure.
Key characteristics
| Criterion | Applicable rule |
|---|---|
| Number of partners | 2 minimum — at least 1 general partner and 1 limited partner |
| Share capital | No legal minimum |
| General partners | Trader status · Joint and unlimited liability |
| Limited partners | Liability limited to contributions · Cannot manage |
| Legal representative | Managing general partner (limited partners cannot manage) |
| Transfer of general partners' shares | Unanimity of partners required |
| Transfer of limited partners' shares | Conditions set by the articles |
| Tax regime | General partners taxed on their share · the company is taxed on the remainder |
| Statutory auditor | If ≥ 2 of 3 criteria (same thresholds as other companies) |
| RCCM filing | Mandatory — 15 to 20 working days |
How it works
The general partners
General partners have trader status and take on the operational management of the company. Their liability is joint and unlimited: if there are debts, their personal assets can be called on beyond their contributions.
The limited partners
Limited partners are simply investors. Their liability is limited to their contributions and they cannot take part in managing the company, or their liability may be extended. They receive dividends in proportion to their shares.
Management
Only general partners can be managers. A limited partner can never run the company.
Pros & Cons
Setup steps
Deleky's handles all of these formalities for you.
Taxation
Tax regime of the SCS
In an SCS, tax is assessed in the name of each general partner for their share of profit, and in the name of the company for the remainder (the limited partners' share), at 25% (art. 3 of the Tax Code).
Social security status
- Managing general partners: self-employed status — CNPS contributions as self-employed
- Limited partners: no specific social security status — simply investors receiving dividends
