Setting up a non-profit association (association sans but lucratif - asbl)

SITUATION: CORONAVIRUS / COVID-19 In view of the current exceptional situation related to Covid-19, the government has taken measures to maintain good governance of companies and other legal entities.

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 have accepted that the formation and operation of their association shall 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 their members dividends. It is this which sets non-profit associations apart from commercial companies.

Non-profit associations pursuing a general-interest goal — be it philanthropic, religious, scientific, artistic, educational, social, sporting or tourist-related — may also be recognised as public-interest organisations by Grand Ducal decree.

A non-profit association has its civil personality from the date on which its articles of association are published in the Electronic Compendium of Companies and Associations (Recueil électronique des sociétés et associations - RESA) .

Who is concerned

Anyone over 18 years of age may set up a non-commercial association and contribute to that association as a (board) member.

A non-profit association 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. This is because, in a non-profit association, a clear distinction is made between the assets and responsibilities of the association and those of its members.

Costs

Registration, filing and publication costs can be found on the website 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).

How to proceed

Drafting and signing the articles of association

The wording of the articles of association is unrestricted, but they must specify the following:

  • the association's registered name and registered office. The registered office must be in Luxembourg;
  • the purpose(s) for which the association is being established;
  • the minimum number of members (3);
  • the surnames, first names, occupations, addresses and nationalities of the members;
  • the conditions for members’ joining and leaving;
  • the duties of and conditions for convening general meetings, and the conditions in which resolutions passed at such meetings are to be communicated to members and third parties;
  • the method of appointment and powers of the members of the board of directors;
  • the maximum rate of subscription fees or contributions members of the association are to pay;
  • the method of settling accounts;
  • the rules that apply if the articles of association are to be altered;
  • the use of the association's assets in case of dissolution.

These indications are listed in a notarised or private deed.

Any changes in the articles of association must be sent electronically to the RCS within one month of being made, for publication in the RESA.

Registration in the Trade and Companies Register (RCS)

To set up a non-profit association, a registration form must be submitted electronically to the RCS. The form must be duly filled using any data entry method. It must be completed in one of the 3 official languages of Luxembourg, i.e. Luxembourgish, French or German.

The information to be recorded in the RCS includes:

  • the association's name;
  • its purpose;
  • the length of time for which the association is set up, if it is not indefinite;
  • the exact address of its registered office;
  • the identity and exact private or work address of the people authorised to manage, administrate and sign on behalf of the association, or of the members of the management body for public establishments, stating the nature and extent of their powers, the date of their appointment and the date of expiry of their mandates:
    • if they are natural persons, their surnames, first names and their date and place of birth, or;
    • if they are legal persons not listed in Luxembourg's RCS, their title or company name, their legal form and the registration number in a trade and companies register if the legislation of the State in which the legal person is registered makes provision for such a number, as well as the name of the register, or;
    • if they are legal persons listed in the RCS, their registration number;
  • where applicable, the start and end dates of the association's financial year,
  • for non-profit associations recognised as being of public interest, the date of the corresponding Grand Ducal decree.

Lodging with the RCS

Filing consists of electronically submitting to the 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 one of the three official languages of the Grand Duchy, i.e. Luxembourgish, French or German.

The following documents must be filed with the RCS:

  • the application form (registration, amendment and removal);
  • the instrument of constitution of the non-profit association (its articles of association);
  • changes other than those made to the articles of association that affect the information registered with the RCS;
  • amendments to the articles of association that affect the information registered with the RCS (e.g. change of the association's name);
  • an extract from meeting minutes documenting the decision to wind up the association;
  • an extract from meeting minutes documenting the allocation of the association's assets following its liquidation;
  • a list of the association's members;
  • as appropriate, the Grand Ducal decree recognising the association as being of public interest.

Once filed, the documents are kept together in a dossier held for every non-profit association; a full or partial copy of the file may be obtained, subject to payment of administrative fees. The whole file on a non-profit association can also be viewed for free on the RCS website, or on the interactive terminals available at the RCS offices.

Publication in the RESA

The association acquires civil personality (meaning that it is legally recognised and protected) as soon as its articles of association are published in the RESA.

Articles of association are published in the RESA within 15 days of being filed with the RCS; it is possible to choose the date of publication.

The following documents must be published in the RESA:

  • the association's articles of association;
  • any amendments made to the articles of association;
  • an extract from meeting minutes documenting the decision to wind up the association, stating the conditions for its liquidation and the designation of its liquidators;
  • an extract from meeting minutes documenting the allocation of the association's assets following completion of its liquidation.

These may be in the form of notarised or privately-signed documents.

Other documents filed but not made public

Other documents to be filed, but which will not be published:

  • a list of the members of the non-profit association must be submitted annually;
  • any amendment to the list of members;
  • the association's annual financial statements, subject to certain conditions;
  • any change in the members of the association's management body (notified by filing an amendment form).
In practice, associations often file their articles of association with the communal administration of the place where their registered office is located. This is recommended if the non-profit association hopes to obtain subsidies from the local authority. It also ensures that the archives of the commune are kept up-to-date. Lastly, it enables the communal council to discuss the new association at one of its meetings, and ascertain that it does not represent a threat to public order, peace or moral standards.

Register of Beneficial Owners (Registre des bénéficiaires effectifs - RBE);

Non-profit associations must declare their beneficiaries to the Register of Beneficial Owners.

Board of directors

A board of directors manages the association's affairs and represents it in respect of all judicial and extrajudicial acts.

It must submit the following to the general meeting of members each year, for approval:

  • the accounts for the previous financial year;
  • the budget for the following financial year.

Liability of board members

The association is liable for any misconduct on the part of its agents and the bodies through which it operates.

Board members do not contract any personal obligation in respect of the association's commitments. Their liability is limited to performance of the mandate entrusted to them and to any mistakes committed in their management.

General meeting of members

Notice convening a general meeting

General meetings of members are convened by the board members:

  • in the cases provided for in the articles of association; or
  • if one-fifth of the membership so requests.

The notice convening a general meeting of members must be sent to all the association's members. They may be represented by another member or a third party if this is permitted by the articles of association.

The agenda must be sent with the notice convening the meeting.

Requirement of deliberation on the part of the general meeting of members

A resolution adopted by the general meeting of members is required in order to:

  • amend the articles of association;
  • appoint or dismiss board members;
  • approve budgets and accounts;
  • wind up the association.

All members have the same entitlement to vote at a general meeting. Unless provided for otherwise in its articles of association or by law, resolutions are adopted by a majority vote of those members present.

Obligations

All the association's documents, invoices, announcements, etc. must indicate the following information:

  • the name of the non-profit association;
  • the indication "association sans but lucratif" legibly and in full or abbreviated as "a.s.b.l.", positioned either immediately before or after the association's name;
  • the exact address of its registered office;
  • the words "Registre de commerce et des sociétés, Luxembourg" or the initials "R.C.S. Luxembourg", followed by the association's registration number.

Resignation from a non-profit association

Members of non-profit associations are free to withdraw by addressing their resignation to the board members.

Members who fail to pay their subscription by the date indicated in the articles of association or, if none is stated, within 3 months of the due date of the subscription payment, are automatically deemed to have left the association.

Winding up a non-profit association

A non-profit association is wound up:

  • by the courts at the request of:
    • a member; or
    • an interested third party; or
    • the public prosecutor's office;
  • if the association:
    • is not in a position to honour its commitments; or
    • allocates its assets or the income from its assets to purposes other than those for which it was constituted; or
    • seriously contravenes its articles of association, the law, or public order.

A general meeting of members may pronounce the winding-up of the association if:

  • two-thirds of the members are present;
  • winding-up is voted by a two-thirds majority of those members present.

When an association is wound up, the court designates one or more liquidators.

The judgment may be appealed against.

Who to contact

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