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.
The application can be submitted:
- on plain paper; or
- online through MyGuichet.lu or the MyGuichet.lu mobile application (see 'Forms / Online services' below).
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:
- Registration of the user;
- Creation of the business eSpace.
A tutorial in the form of a video (mp4, 9.03 Mb) or a PDF document (Pdf, 1.31 Mb) 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 (mp4, 4.46 Mb) or a PDF document (Pdf, 1.05 Mb) 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 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
Online services
Who to contact
Ministry of Justice
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Ministry of Justice13, Rue Erasme, Centre administratif Pierre Werner L-1468 Luxembourg LuxembourgL-2934 LuxembourgPhone: (+352) 247-84537Fax: (+352) 26 68 48 61Email: info@mj.public.luVisit website: http://www.mj.public.lu
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Arms and Security Service13, rue Erasme L-1468 Luxembourg LuxembourgFax: (+352) 22 05 19Email address: armes@mj.etat.luFrom Tuesday 17 March 2020, the reception desk will be closed until further notice
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Asset Management Office13, rue Erasme L-1468 Luxembourg LuxembourgPhone: (+352) 247-88559Fax: (+352) 247-84027Email address: bga.info@mj.etat.lu
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Luxembourg Business Registers
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Luxembourg Business RegistersLuxembourg
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Luxembourg Business Registers - Luxembourg Office14, rue Erasme L-1468 Luxembourg-Kirchberg LuxembourgL-2961 LuxembourgPhone: (+352) 26 428-1Fax: (+352) 26 42 85 55Email address: helpdesk@lbr.luWebsite: https://www.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 OfficePlace Joseph Bech L-9211 Diekirch LuxembourgPhone: (+352) 26 428-1Fax: (+352) 26 42 85 55Email address: helpdesk@lbr.luWebsite: https://www.lbr.lu/Mondays, by appointment only
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Related procedures and links
Procedures
Links
Legal references
sur les associations sans but lucratif et les établissements d'utilité publique
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