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Associations

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Drafting the statutes

Non-profit organisations which are established and managed in accordance with the law of 21 April 1928 on non-profit organisations and foundations, as amended, have full legal personality.

They can fully and completely rely on this legal personality with regard to third parties, non-members, if certain mandatory conditions are met.

This concerns the content of the articles of association, the publication of the articles of association and amendments to the articles of association.

The law also provides for other compulsory formalities to be complied with by organisations, but aware of the fact that organisations often do not have the means to meet these onerous obligations, the legislator has provided that in the event of omissions, not a pure and simple loss of all personality, but a simple inopposability to third parties of the facts that these omitted formalities were intended to establish, if the omission caused them prejudice.

The articles of association (see model in French in the download section), may be drawn up by a notary or privately (between the founders in a simple deed, which will be registered) and must contain :

  • denomination (name) and registered office (only the municipality in the Grand Duchy of Luxembourg in which the association's registered office is located must be indicated),
  • the purpose of the association, and the activities it proposes to carry out to achieve that purpose. These activities must have real substance in the Grand Duchy of Luxembourg,
  • the minimum number of partners (not less than two),
  • the surnames, first names, occupations and residences of the partners; if the partners are legal entities (companies or other associations), the registration number in the Trade and Companies Register must also be given,
  • the conditions governing the entry and exit of members (how to become a member, when membership is lost: resignation, expulsion, etc.),
  • the method of appointment and powers of directors,
  • the maximum rate of contributions or payments to be made by members of the Association,

  • the destination of assets (cash, property, etc.) in the event of dissolution of the association.

In the event that the statutes do not contain all the prequalified information, the organisation will not be able to take advantage of its legal personality with regard to third parties and non-members; however, they will be able to use this legal personality against the organisation in order to take legal action against it.

Setting up a non-profit association

Services of Agence du Bénévolat

The Agence du Bénévolat offers a training course on "Creating and managing a non-profit organisation" which will enable you to acquire the necessary knowledge to create and manage an organisation. You will learn the legal bases and understand the role of the different actors (members, GA, CA, executive committee...), the rules of governance, etc.

During this training, you will be able to ask our lawyer questions specific to your project.

See the next training sessions

Good to know

A model statute in French for a non-profit organisation is available in the "Documentation" section of the Resource Centre (link "Brochures and model documents") and can serve as a reference text for drafting your own statutes.