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SCS

The Simple Limited Partnership (SCS) is one of the less commonly used forms of commercial companies in practice. Comprising general partners (commandités) and limited partners (commanditaires), its operation is worth understanding.

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Summary

1. DEFINATION OF SCS ?

2. OPERATION OF SCS ?

3. THE ADVANTAGES OF SCS

4. WHAT DISADVANTAGES ?

5. THE STEPS TO CREATE AN SCS

6. EXPERTS PERSPECTIVE ?

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DEFINATION OF THE SIMPLE PRIVATE PARTNERSHIP (SCS)

A Simple Limited Partnership, abbreviated as SCS, is a type of commercial company formed by at least two individuals or legal entities with the purpose of conducting commercial activities. The SCS is composed of general partners (commandités) and limited partners (commanditaires). This legal structure is highly flexible, as it does not require a minimum imposed share capital. The amount of capital is freely determined by the partners. Furthermore, the entire determined capital does not need to be fully paid upon the establishment of the SCS. The SCS has a legal personality distinct from each of its entrepreneurial members.

OPERATIONS OF SCS ?

The SCS can be created without a minimum share capital, although it is recommended to have at least two partners. It possesses legal personality, and its purpose must be commercial. It consists of at least one general partner (active within the company and liable for debts) and at least one limited partner (liable for debts up to their initial contribution). Contributions to the SCS can be in the form of assets, cash, or industry.

A key characteristic of the SCS is "intuitu personae," meaning that members of the SCS are chosen based on their person. This has several practical consequences, such as the non-transferability of the shares of general partners without the unanimous consent of the SCS partners. Additionally, in principle, all general partners are managers, unless otherwise specified in the bylaws. The departure of a general partner typically leads to the dissolution of the SCS, unless stated otherwise in the bylaws.

THE ADVANTAGES OF A SCS

Easy creation without a minimum required capital.

Clear separation between active partners (commandités) and capital-contributing partners (commanditaires).

- Limited liability of limited partners up to their contribution.

The capital does not need to be fully paid upon establishment.

WHAT DISADVANTAGES ?

  • General partners (commandités) are personally liable for the company's debts, risking their personal assets.
  • Limited partners (commanditaires) have no management rights in the company.
  • The SCS structure can be rigid.

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THE STEPS TO CREATE A SCS

  • Drafting the articles of incorporation.
  • Registering the articles with the competent authority (CEPICI for Abidjan).
  • Uploading the registered documents to the official CEPICI website.
  • Receiving official documents certifying the creation of the company.
  • EXPERTS PERSPECTIVE

    The SCS allows for a clear differentiation of roles between active managers and capital contributors within the company. Choosing between being a general partner or a limited partner is not an easy decision. At DELEKY’S, we help you make informed decisions based on your career objectives. We invite you to contact us for discussions on the company that best suits your needs. Schedule an appointment with us now for a personalized consultation.

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