Reform of the ASBL regime
On 23 September 2023, the Law of 7 August 2023 on non-profit associations (ASBL) and foundations came into force. This replaces the previous amended law of 21 April 1928. The main features of this new law are as follows:
- Reduction in number of founders The minimum number of founders is reduced from 3 to 2.
- Honorability Directors of ASBLs recognised as being of public interest must demonstrate that they are of good repute, which should be checked every 5 years.
- Demonstration of a activity in Luxembourg The association's activities must now have real substance in Luxembourg, although this does not prevent the association from having activities abroad.
- Remote meetings and electronic notices of meetings: It is now possible for Boards of Directors and General Meetings to be held remotely, by videoconference. The same applies to notices of meetings, which can be sent electronically. However, these provisions must be included in the association's articles of association before they can be applied.
- Administrative dissolution without dissolution: If there is no response to a request to update the RCS within 6 months, or if no file has been filed with the RCS for 5 years, the association may be administratively dissolved, without being dissolved.
- Register of members The register of members of an ASBL can also be kept in electronic format at the association's registered office. It is no longer necessary to submit this register annually to the RCS.
Creation of 3 categories
Following this law of 2023, ASBLs are now divided into 3 categories: the small, averages and large ASBL. The main criteria determining the size of the ASBL are set out in the table below, and 2 of these 3 criteria must be exceeded for 2 consecutive years to result in a change of category.
Associations that are recognised as being of public utility are considered de facto to be large associations. The annual accounts of all categories of ASBL must be filed annually with the RCS.
ASBLs created before 23 September 2023 have 24 months to adapt their articles of association to the new law and comply with the new accounting rules. New ASBLs created after 23 September 2023 must apply the new accounting rules from the outset.
The Ministry of Justice has also created a dedicated website to inform ASBLs about these changes: myASBL.lu
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