Any proposed modification of the articles of association of a non-profit organisation (ASBL) recognised as being of public utility must first be submitted to the Minister of Justice for approval of such modification.

This practice stems from the fact that the Minister responsible for Justice is the competent authority for recognising public utility status. The Minister examines the aforementioned applications, checking in particular whether the ASBL applying for public utility status:

• meets the conditions of article 33 of the law of 7 August 2023 on non-profit organisations and foundations; and
• meets the requirements of articles 2, 3 and 18 of the aforementioned law.

Consequently, and for the sake of consistency, any proposed amendment to the articles of association of an ASBL recognised as being of public utility is subject to the prior agreement of the Minister of Justice.

At present, there are 2 types of application to amend the articles of association of an ASBL recognised as being of public utility:

• if the proposed amendments to the articles of association affect the stated purpose of the organisation, the draft amendments to the articles of association must first be sent to the Minister of Justice for assessment and approval. An opinion from the Minister of Finance must also be sought. Finally, a Grand Ducal decree will be issued;
  
• if the proposed amendments to the articles of association affect the stated purpose of the organisation, the draft amendments to the articles of association must first be sent to the Minister of Justice for approval. The legal department of the Ministry of Justice then compares:
  • the version of the articles of association that led to the organisation being granted public utility status, or the latest version of the articles of association approved by the Minister of Justice;
  • with the version of the articles of association containing the proposed amendments. In this case, the agreement of the Minister of Justice will be communicated to the ASBL in question by regular mail.

In addition, the ASBL in question must submit a complete and coordinated draft of the amended articles of association showing the changes made (in track-changes mode) to the Minister of Justice.

Who is concerned

Public-interest ASBLs wishing to amend their articles of association after their creation.

How to proceed

Amendments to the articles of association

Filing the application for approval of amendments to the articles of association

The draft deed amending the public utility ASBL's articles of association must be filed with the Minister of Justice for approval by Grand Ducal decree.

The application can be submitted:

• on plain paper; or
• online through MyGuichet.lu or the MyGuichet.lu mobile application (see 'Forms / Online services' below).

If the amendments to the articles of association affect the public utility ASBL's purpose, the Minister of Justice will be guided by the advice of the Minister of Finance in their decision as to whether to approve the changes.

The procedure on MyGuichet.lu can be accessed with authentication using a LuxTrust product or an electronic identity card (eID).

How to create a business eSpace on MyGuichet.lu

Two scenarios are possible:

• The person submitting the application is a new user on MyGuichet.lu and does not yet have a personal eSpace. The creation of the eSpace is done in 2 steps:
  1. Registration of the user;
  2. Creation of a business eSpace.

  A tutorial in the form of a video or a PDF document is available to guide you.

• The person filing the application is already a MyGuichet.lu user and already has a private eSpace: they will need to create a new business eSpace.

  A tutorial in the form of a video or a PDF document is available to guide you.

You can consult the help section on MyGuichet.lu.

Filing and publication of the amendment to the articles of association

Once the Minister of Justice has received confirmation of approval by way of a Grand Ducal decree, the deed amending the articles of association must be published in its entirety in the Trade and Companies Register (RCS).

To do this, the ASBL must file the following with the RCS:

• the deed amending its articles of association; and
• the Grand Ducal decree approving the amendment.

Forms / Online services

Who to contact