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), which may be drawn up by a notary or privately (between the founders in a simple deed, which will be registered), must contain

• the denomination (name) and the registered office (a full address in the Grand Duchy of Luxembourg must be indicated)
• the object and purpose of the organisation
• the minimum number of members (at least 3)
• the surnames, first names, professions, residences and nationalities of the members
• the conditions for the entry and exit of members (how to become a member, in which cases one loses membership: resignation, exclusion, etc.)
• the attributions (powers) and the method of convocation (procedure, deadlines, form/support of convocations) of the general assembly and the modalities according to which its decisions will be brought to the knowledge of the members and third parties (generally a report is made which is sent to the members and deposited in the Trade and Companies Register)
• the method of appointment and powers of the directors
• the maximum rate of contributions or payments to be made by members of the organisation
• the method of settlement of accounts (budget, cash, bank account, etc.)
• the rules for changing the statutes (required majorities, possible quorum... - see general meeting)
• the use of assets (cash, property, etc.) in the event of dissolution of the organisation

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.