A non-profit association is a group of people who have united for the purpose of pursuing a common objective, goal, project, or cause (e.g. promoting music), and who have accepted that the formation and operation of their association would be subject to rules established by law.
Non-profit associations may not engage in profit-making activities—i.e., they may not operate with the sole purpose of making a profit or paying its members dividends. It is this which sets non-profit associations apart from commercial companies.
Non-profits pursuing a general-interest goal—be it philanthropic, religious, scientific, artistic, pedagogical, social, sporting or touristic—may also be recognised as public-interest organisations by Grand-Ducal decree.
Anyone, aged 18 or over, wishing to set up a non-commercial association and contribute to that association as an administrator or member.
A non-profit must be made up of at least 3 people. The decision to set up a non-profit association is dictated, above all, by considerations of legal security. Indeed, in a non-profit association, a clear distinction is made between the assets and responsibilities of the association and those of its members.
Registration, filing and publication costs can be found on the Rates page of the Trade and Companies Register (Registre de commerce et des sociétés - RCS).
Payment is usually made online, but may exceptionally be made in cash (at the helpdesk of the LBR).
Writing and signing of the articles of association
The wording of the articles of association is unrestricted, but it must specify the following:
- the association's registered name and registered office. That head office must be in Luxembourg;
- the purpose or purposes for which the association is being established;
- the minimum number of associates. This number may be no less than 3;
- the surnames, first names, occupations, addresses and nationalities of the associates;
- the conditions for members’ joining and leaving;
- the duties of and conditions for general meetings, and the conditions in which the resolutions passed at that meeting will be communicated to the associates and third parties;
- the method of appointment and powers of the members of the board of directors;
- the maximum rate of contributions or payments to be made by the members of the association;
- the method of settlement of accounts;
- the rules that apply if the articles of association are to be altered;
- the use of the association's assets in case of its dissolution.
These items are listed in a notarial or private deed.
Any amendment of the statutes must be communicated electronically to the RCS within a month, so it can be published in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations – RESA).
Registration in the trade and companies register
In order to set up a non-profit association, a registration form must be filed with the Trade and Companies Register. The form must be duly filled using any data entry method. It must be completed in one of the 3 official languages, i.e., Luxembourgish, French or German.
The list of data to be recorded in the RCS includes:
- the organisation's name;
- its purpose;
- the length of time for which the association is set up, if not indefinite;
- the exact address of its head office;
- the identity and exact private or work address of the people authorised to manage, administrate and sign on behalf of the association, or the members of the board of directors for public establishments, stating the nature and extent of their powers, the date of their appointment and the date of expiry of their mandate:
- in the case of natural persons, their surnames, first names, date and place of birth, or;
- for legal persons not registered in Luxembourg's trade and companies register: the company name, their legal form and their registration number in the trade and companies register abroad, if the legislation of the State in which the entity is based requires a registration number, and the name of the register if applicable, or;
- for legal persons registered in the Luxembourg's trade and companies register: simply the registration number;
- where applicable, the start and end dates of the organisation's financial year.
The general information leaflet on non-profits specifies the details that need to be provided and the documents that need to be filed with the RCS. Another brochure (filing procedure), for its part, explains how to fill in the application (registration) forms.
Lodging with the RCS
Filing consists of electronically submitting, to the Trade and Companies Register (RCS), the documents that are legally required to be filed, for their inclusion in the file on the non-profit association held by the RCS.
The documents to be filed must be in 1 of the 3 official languages, i.e., Luxembourgish, French or German.
The following are to be filed with the RCS:
- the application form (registration, amendment and withdrawal);
- the instrument of constitution of the non-profit (its statutes);
- non-statutory amendments affecting the details registered with the RCS;
- amendments to the articles of association registered with the RCS (e.g. change of the association's name).
The association acquires its civil personality—i.e., it is legally recognised and protected—once its statutes are published in the RESA.
The statutes are published in the RESA within 15 days of the filing of those statutes with the RCS. The specific date of publication may be chosen.
The documents which have been filed are kept together in a dossier held for every non-profit. A full or partial copy of that dossier may be obtained, subject to administrative fees. The whole file on a non-profit can be viewed for free on the RCS website, or on the interactive terminals available at the RCS offices.
Other documents filed without publication
Other documents to be filed, but which will not be published:
- the list of members of the non-profit association, which must be submitted annually;
- any amendment to the list of members;
- the annual financial statements, in certain conditions;
- any change in the members of the association's board of directors (notified by filing the amendment form).