The SCSp is formed under a plain vanilla limited partnership agreement (Short Form LPA) which, under Luxembourg company law, must be signed in two originals. If it is not complied with the SCSp, may be deemed null and void. The nullity can be invoked by any interested party.

To mitigate any risk of nullity it is essential that the signatures of the general partner (GP) and initial limited partner (𝗜𝗟𝗣) to the Short Form LPA are genuine and authentic. It is therefore recommended to use wet ink signatures or “qualified” electronic signatures. In practice, wet ink signatures are dominant. The ILP and GP may place their joint wet ink signatures on the same two copies of the Short Form LPA or on separate counterparts if the LPA accommodates that. The SCSp’s administrator usually stores the signed original copies the SCSp’s Luxembourg registered office. 

During the marketing rounds a proposed long form limited partnership agreement setting out the detailed proposed fund terms, the amended and restated LPA (A&R LPA), is presented to prospective investors. At the initial closing, being the moment investors come in, the Short Form LPA is amended and restated by the entry into the A&R LPA. Adopting the A&R LPA is also subject to the two originals requirement, again on pain of nullity. 

Technically each limited partner (LP) could sign two original counterparts of the A&R LPA. Together the counterparts would constitute, together with the counterparts signed by the GP, the two originals of the A&R LPA. This would however not be ideal as the A&R LPA and its signature pages are in principle available to the other LPs and the LPs would thus no longer benefit from confidentiality. 

In practice this confidentiality concerns would not arise. The A&R LPA would rather be signed by the GP only, relying on a power of attorney (POA) granted by the LPs as per their subscription agreements (SubDocs). Luxembourg requires that the Subdoc is drawn up in two originals. However, in this context the requirement only exists for evidential purposes and is not on pain of nullity. 

Separately, in order to mitigate any risk that the GP cannot be legally represented due to the unavailability of any of its directors, US sponsors often prefer that the GP grants a POA to one of their senior US based team members (e.g., the General Counsel) to execute certain documents (e.g., SubDocs approved by the GP board of managers). 
   
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