Creating an non-profit organization (a.s.b.l.)

Freedom of association

“The freedom of association is granted in every sphere. One cannot be forced to become member of an association or not to be a member of it.” (Freedom of association act, 1st article)

About the NPO

An association without lucrative purpose (Association sans but lucratif, ASBL) is a grouping of natural or legal persons who go into partnership in order to pool activities or resources, without wanting to derive any material benefit from it, or to practice business or trading activities.

An NPO must be composed of at least 3 members, amongst which strangers are eligible. Associations without lucrative purpose are to be declared through statutes.

Writing the statutes

The statutes are to include following:

•    Name and  address of the registered office (unconditionally in Luxembourg)
•    Purpose of the creation
•    Minimum number of charter members (higher than or equal to 3)
•    Name, first name, occupation, address and nationality of charter members
•    Entry and withdrawal terms for members
•    Field of responsibility, calling way and publicity of the general meeting’s resolutions.
•    Administrators’ way of appointment and field of responsibility
•    Maximum subscription for the members
•    Mode of payment
•    Rules to change the statutes
•    Use of the holdings in case of a winding-up.

These mentions are to be approved by the charter members on a private agreement or/and through a notarial authenticated document.

Registering the statutes

The statutes are to be submitted in triplicate (the original document and two copies) to the “Registre du Commerce et des Sociétés” (Trade and Companies Register) and the registration form in duplicate (the original document and a copy)

Statutes release

The “Registre du Commerce et des Sociétés” (RCS) is to complete the registration and to take responsibility for the statutes’ release in Mémorial C, specific compendium for societies and associations.
The association’s juristic personality (legally recognized and protected) is chartered on the day of release in Mémorial C.

When an association has got a legal status, it is considered as a distinct unit from its members, which means that these members cannot be hold individually responsible in case of financial or legal problems.
In the month following the statutes release, the NPO is to provide in duplicate an alphabetic list of the members – with their name, first name, address and nationality – to the RCS’s judicial officer (“greffe”).

Should the association omit to fulfill its duties (statutory releases and formalities), it would lose its legal capacity against third parties. But third parties will still be able to report against it.

In case of a statutes’ change

For any statutes change, the general meeting is to be called within the month following the decision.
Any statutes change – particularly concerning new memberships and withdrawals – is to be released within the month of its date in Mémorial C, specific compendium for societies and associations.

Structure of the NPO

General meeting

The general meeting is the highest body of the association and is composed of all its members. It passes important decisions and appointments.

A deliberation is necessary for following purposes:

•    a statutes change
•    appointment and dismissal of administrators
•    approval of the annual budget and balance
•    the association’s winding-up

Board of administration

The board of administration manages current business of the association and represents it in all judicial and extrajudicial matters. The board can, under its own responsibility, delegate its authority to one of its members or, if the statutes or the general meeting allow it, to a third party. The board is responsible for every action organized in the name of the association.

The association’s duties

The NPO  is to take care it does not make itself liable to prosecution. It has some obligations to fulfill or else it could lose its juristic personality in case of legal or financial problems.

For any change within the board, the NPO is compelled to provide a modification form – with the modifications within the board of administration: withdrawals and new memberships – to the RCS’s judicial officer.
The board calls the general meeting at least once a year in order to submit the annual balance sheet.

Any bill, communication, release, proceedings, or any other document coming from the NPO is to name following elements:

•    the NPO’s name
•    the mention “NPO.”
•    the registered office
•    the words “ R.C.S. Luxembourg” and the registration number