Amending a foundation's articles of association

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A foundation may amend its articles of association after being created.

If the founder has not specified the conditions in which the articles of association may be amended, the foundation must first file an application for approval to amend its articles of association with the Minister of Justice. The application must include the draft notarial deed (authentic instrument) which sets forth the desired amendments to the articles of association.

To be considered valid, the amendments to the foundation's articles of association must first be sanctioned by Grand Ducal decree.

Once approved by the Minister of Justice, the amendments to the foundation's articles of association must be formalised in writing in an authentic instrument (notarial deed).

Any further amendments to the articles of association must be approved by the Minister of Justice.

Who is concerned?

Any foundation wishing to amend its articles of association after its creation.

How to proceed

Amendments to the articles of association

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

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

It should be noted that this draft notarial deed must be submitted in track-changes mode so that the Minister of Justice can compare the requested amendments with the latest applicable version of the articles of association.

The application can be submitted:

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

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Two scenarios are possible:

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 that the amendments have been sanctioned by way of a Grand Ducal decree, the notarial deed amending the articles of association must be published in its entirety in the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés – RCS).

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

  • the notarial deed amending its articles of association; and
  • the Grand Ducal decree sanctioning the amendments.

Online services and forms

Who to contact

Ministry of Justice

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Luxembourg Business Registers

  • Luxembourg Business Registers
    Luxembourg
  • Luxembourg Business Registers - Luxembourg Office
    14, rue Erasme L-1468 Luxembourg-Kirchberg Luxembourg
    L-2961 Luxembourg
    Fax: (+352) 26 42 85 55
    Email address: helpdesk@lbr.lu
    Monday to Friday from 09.00 - 12.00 and 13.30 - 16.00
    Registration helpdesk: Monday to Friday by appointment only
  • Luxembourg Business Registers - Diekirch Office
    Place Joseph Bech L-9211 Diekirch Luxembourg
    Fax: (+352) 26 42 85 55
    Email address: helpdesk@lbr.lu
    Mondays, by appointment only

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Related procedures and links

Procedures

Setting up a foundation

Links

Legal references

Loi modifiée du 21 avril 1928

sur les associations sans but lucratif et les établissements d'utilité publique

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