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:
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:
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.
Public-interest ASBLs wishing to amend their articles of association after their creation.
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:
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.
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Two scenarios are possible:
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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:
Demande de modification statutaire : ASBL reconnue d’utilité publique & Fondation