The Luxembourg SCSp: 10 Years of Success

By Michaël Meylan and Vanessa Schmitt, Strelia SARL

In the wake of the implementation of the Alternative Investment Fund Managers Directive (AIFM Directive), significant amendments were made to Luxembourg’s commercial company law to modernize the limited partnership regime. Luxembourg introduced a new limited partnership structure: the special limited partnership (société en commandite spéciale or SCSp). This innovation aimed to attract the US and UK fund industries by offering a flexible, largely contractual, and lightly regulated partnership model familiar to them.

A decade later, the SCSp has proven to be a resounding success. It is now the second-most utilized company form in Luxembourg, following the well-known SARL. This success has cemented Luxembourg’s position as the European leader and the world’s second-largest hub for domiciled funds, with EUR 5,200 billion in assets under management. In comparison, the US, with EUR 31,800 billion, holds 49.4 percent of the global market, while Luxembourg accounts for 8.1 percent.

The SCSp’s success highlights Luxembourg’s ability to adapt and innovate, reinforcing its status as a premier destination for global fund managers and investors.

Learn more about the main features of the SCSp.

Mexico: New Regulations on Temporary Lodgings Services; New Temporary Import Tariffs on Several Goods

By Luis Armendariz, De Hoyos Aviles

On April 4, 2024, an amendment to the Tourism Law of Mexico City was published in the Mexico City Official Gazette, becoming effective on April 5. The main change consists in the incorporation of a chapter called “Eventual Tourist Stay” aimed at regulating temporary stay services in residential use properties in exchange for a consideration.

The amendment regulates offering and operating real estate for residential use to provide temporary lodging services contracted through a technological platform (e.g., Airbnb). It creates an electronic system for the registration of (1) such technological platforms, and (2) hosts, for individuals or legal entities that offer these services. These new provisions create various obligations and restrictions for the persons offering their establishments (hosts) and for the technological platforms.

The creation of both registries is intended to: (a) identify the hosts, (b) identify the properties through which the service of Eventual Tourist Stay is provided, as well as facilitate the payment of the corresponding taxes, and (c) provide tourists with clear, certain, and detailed information on the characteristics, prices, and rules of use of the property.

On a separate front, on April 22, 2024, a decree was published in the country’s Federal Official Gazette modifying tariffs set forth in the Law on General Import and Export Taxes. This decree imposes temporary tariffs ranging from 5 percent to 50 percent on the importation of goods classified under 544 tariff items, including products such as steel, aluminum, textiles, clothing, footwear, wood, plastics and their manufactures, chemicals, paper, cardboard, ceramics, glass, electrical materials, transportation materials, musical instruments, and furniture.

Effective from April 23, 2024, to April 23, 2026, this measure aims to protect national production chains affected by economic slowdown and trade conflicts since 2018. It also seeks to strengthen the domestic market and attract high-value-added investments through the implementation of global trade models such as nearshoring.

The Decree allows for preferential tariff treatment for imports from countries with which Mexico has trade agreements, provided the relevant requirements are met. Additionally, it maintains the tariff benefits of the Sectoral Promotion Programs (PROSEC) for key sectors such as electrical, electronic, automotive, and auto parts industries, thus preventing disruption of production chains and ensuring the competitiveness of these industries.

Mexico: Criteria for Validity of Rescission Clauses in Commercial Contracts

By Francisco Macías, González Luna Abogados

On November 17, 2023, the 1st Chamber of the Mexican Supreme Court issued precedent 178/2023(11a) outlining basic criteria for evaluating the validity of rescission clauses in commercial contracts. While parties are free to include clauses allowing one of them to rescind a contract due to the other party’s failure to adjust commercial terms, such provisions shouldn’t grant unilateral discretion over the contract’s validity and compliance, but rather they must entail the provision of enough information about the required update of the terms and give a reasonable period to answer before effective termination. This reasoning is binding for all Mexican courts.




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