I. THE STRUCTURAL PARADOX

For over a decade, funds sponsored by Italian teams, targeting Italian institutional investors and focused on investing in Italian SMEs, have been structured through Luxembourg-law partnerships with AIFMs authorized by the CSSF. This choice is often rational and necessary, but also structural: the Italian legal system did not offer a vehicle designed to replicate the GP/LP logic of the limited partnership. With Legislative Decree 47/2026, the legislator introduced the Partnership Company: a closed-end AIF in the form of a SAPA, reserved for professional investors, with the exclusive focus of private equity and venture capital.

The TUF reform doesn't eliminate Luxembourg from the equation. It eliminates the need to use it as the only alternative.

II. THE PARTNERSHIP COMPANY: ESSENTIAL CHARACTERISTICS

The structure follows the GP/LP logic: general partners manage with unlimited liability; limited partners are liable within the limits of their contributions, with codified corporate rights to protect their investments. The minimum capital is set at €50,000 (the Bank of Italy may establish additional requirements); contributions in kind are not permitted. The company can be divided into segments with separate assets. The standardized corporate purpose includes investments in unlisted companies, including those following potential IPOs. The vehicle can operate under internal or external management, with access to the simplified regime below the threshold (assets < €100 million, or < €500 million without leverage).

III. THE LUXEMBOURG SCSP: WHY IT HAS BECOME THE EUROPEAN REFERENCE

Introduced in 2013, the Société en Commandite Spéciale is now the vehicle of choice for continental private equity. Its architecture is deliberately minimalist: no separate legal personality (unlike the SCS), an entirely contractual structure (LPA), no minimum capital requirement, admissibility of contributions in any form, and no subjective restrictions on investors in unregulated cases. From a tax perspective, the advantage is structural: full transparency (no CIT, no WHT, no MBT in almost all cases), with shareholders taxed in their country of residence.

IV. COMPARATIVE ANALYSIS

The following table summarizes the main comparison elements between the two vehicles: https://www.bsp.lu/sites/default/files/images/2026-06/table.png.

Legal personality and status in tax treaties: The SAPA grants the Partnership Company legal personality, potentially making it eligible to access the Italian network of double taxation agreements. For this to materialize, the Revenue Agency will need to rule on the treaty classification and the tax authorities of the source countries will need to recognize it: this is still an open issue. Domestically, it remains uncertain whether the exemption from withholding taxes pursuant to Presidential Decree no. 600/1973 will be extended to the Partnership Company: this equivalence is expected, but not yet confirmed.

Operational flexibility and contributions: The SCSp maintains a structural advantage: no minimum capital requirement, contributions in any form (including existing shareholdings), and eligibility for complex transactions such as continuation funds. The Italian ban on contributions in kind presupposes a fully liquid starting point.

The ecosystem's weight: The regulatory comparison isn't the end of the analysis. Luxembourg has built a competitive advantage in terms of operations, relationships, and the market: an efficient CSSF, a service provider with economies of scale, and standardized LPAs familiar to large international institutional LPs. For a domestic fund, the weight of this ecosystem is less crucial; for one with cross-border ambitions, it remains difficult to replace in the short term.

V. WHEN TO CHOOSE WHAT: AN OPERATIONAL MAP

The Partnership Company does not replace the SCSp: it works alongside it. The choice depends on the specific profile of the fund.

Partnership Company (IT) SCSp / SCS (LU)

– Mainly Italian investors (pension funds, foundations, family offices)

– Domestic target, limited cross-border exposure

– Value attributed to the supervision of the Bank of Italy

– Intention to benefit from the Italian conventional network (at full capacity)

– Contributions entirely in cash – Fundraising aimed at international institutional LPs – Structure with contributions in kind or heterogeneous assets (incl. continuation fund) – Need for structural tax neutrality (no CIT, no WHT) – Service provider ecosystem already oriented towards Luxembourg – Launch in the absence of consolidated Italian secondary legislation

VI. CONCLUSIONS: THE END OF FORCED CHOICE

The Partnership Company addresses a lack; the SCSp addresses a demand. Over the course of a decade, Luxembourg has not only offered a vehicle: it has also built a common language between GPs, LPs, and advisors, a language that has solidified over time and that the market now takes for granted. Replicating that legacy will take years. The Partnership Company will be able to bridge the gap on some fronts, particularly for domestic funds with Italian investors. On others (track record, ecosystem, certainty of the tax interpretation framework), recovery will depend on the quality of the Bank of Italy's secondary legislation and the Revenue Agency's promptness on outstanding issues.

For a professional working at the crossroads of the two legal systems, this is not a reason for satisfaction, but for caution. The choice between Italy and Luxembourg ceases to be a conditioned reflex and becomes an analysis that, at least for now, begins from highly asymmetric positions.

In this sense, the TUF reform does not mark the end of Luxembourg's primacy, but rather its inevitability. Time will tell on the success of this initiative.