New law on non-profit associations and foundations
On 28 June 2023, Luxembourg Parliament adopted a new law on non-profit organisations and foundations. The previous law, which had been in effect for almost 100 years, was outdated and has now been replaced by this new law, which was officially dated 7 August 2023 and published on 19 September 2023.
The previous law, dating back to 21 April 1928, governed non-profit organizations and foundations. Although some amendments were made over the years, the law had its limitations. The new law aims to address these shortcomings by introducing new provisions that complement and clarify the existing ones. It also aims to simplify the provisions, making them more flexible and eliminating those that are no longer relevant.
Streamlining administrative procedures
The Law eliminates several obligations/procedures, such as the requirement to annually submit a list of association members to the RCS, the requirement to include the contact information of foundation administrators in the bylaws, and the process of judicial approval for statutory changes or the dissolution of the association.
The Law provides greater flexibility to governance rules by allowing board meetings and general meetings to be held remotely and notices of meetings to be sent by e-mail.
The Law also provides the possibility of maintaining a register of members of a non-profit association in electronic form at the association's registered office.
- i.e. abolition of the annual requirement to submit a list of members to the Trade and Companies Register (RCS).
According to the Law, it is now required to have two members (instead of three members) to set up a non-profit association.
Enhanced transparency and customized accounting system
The Law introduces a new accounting system based on the size of an association: small, medium, and large (including associations recognized as public utilities).
Criteria for categorizing associations by size include: average number of full-time employees during the fiscal year, total revenue, and total assets at the end of the fiscal year.
New restructuring tools
The Law enables a non-profit organization or foundation to retain its legal personality in the event of a transformation or merger, and to transfer its assets and liabilities to the new structure.
Adapting the initial endowment of a foundation to the economic context
The initial endowment is reduced from 250,000 euros to 100,000 euros. The foundation can use its assets as long as the net assets remain above 50,000 euros. If the net assets fall below this threshold, the board of directors must decide whether to dissolve and liquidate the foundation or reduce the net assets to 50,000 euros.
Administrative dissolution procedure without liquidation
To ensure compliance with filing and publication obligations, the RCS manager may update the data of associations and foundations registered with the RCS. This procedure is based on two criteria:
- the absence of an update of the entity within a period of six months;
- the absence of any filing in the association's or foundation's file with the RCS for at least 5 years.
Single filing principle
Foundations are no longer required to send a duplicate of their annual accounts to the Ministry on an annual basis.
Non-profit associations that are recognized as being in the public interest are now exempt from submitting documents that have already been filed with the RCS when applying for recognition as being in the public interest.
Real estate ownership
Non-profit organizations and foundations now have the opportunity to keep buildings that are not directly tied to their mission and use the income generated from them to support their activities.
- Under the previous law, if they were given a building through a bequest, they were required to sell it within six months if it was not directly used directly to achieve their purpose.
The new law was officially published on September 19, 2023 in Journal Officiel. It came into force on September 23, 2023.
This article is intended to provide you with general information. It is important to note that it does not provide legal advice and should not be considered a substitute for seeking proper consultation with a legal professional. For any additional information, please contact our experts.