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:
  1. Registration of the user;
  2. Creation of the 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 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.

Forms / Online services

Who to contact