Dissolving a non-profit organisation
Legal dissolution
Dissolution may be requested by application to the District Court of Luxembourg or Diekirch either by a member, the Public Prosecutor's Office (the State) or an interested third party against an association which is unable to fulfil the commitments it has assumed, which uses its assets for purposes other than those contained in its object or which violates the law, its statutes or public policy.
The court may decide either to dissolve the association outright or to annul the offending act. The judgment which pronounces either the dissolution of the association or the annulment of one of its acts is subject to appeal.
The same applies to a judgment ruling on the decision of the liquidators or on the approval to be given in the event of dissolution decided by the assembly which does not include 2/3 of the members (see below).
In the event of judicial dissolution, the court shall appoint one or more liquidators who, after payment of the liabilities, shall dispose of the assets in accordance with the destination laid down in the statutes.
If the statutes do not contain a destination, the liquidator shall convene a general meeting to determine it. In the absence of a meeting, the liquidators shall assign the assets in a way that is as close as possible to the purpose for which the association was created. Members, creditors and the State may challenge the decision of the liquidators in court.
Dissolution decided by the assembly
The General Assembly may only decide on dissolution if 2/3 of the members are present.
If this condition is not met, a second meeting may be convened where no quorum is required. The dissolution shall only be accepted if it is voted by a 2/3 majority of the members present.
Any decision pronouncing the dissolution and which was taken by a meeting which did not include 2/3 of the members, shall be subject to approval.
In the absence of a statutory provision, the decision of the General Assembly pronouncing the dissolution shall also determine the allocation of the assets. Failing this, the liquidators shall allocate the assets in a way that is closest to the purpose for which the association was created.
The liquidator is appointed either in application of the statutes, or by the general assembly, or by a court decision which may be requested by any interested party or the Public Prosecutor.
Publications
Decisions to dissolve the company (by court order or by the general meeting), decisions relating to the conditions of liquidation and the appointment of liquidators will be published in extracts in the annexes to the Mémorial, together with the details of the liquidator and the allocation of the assets (after discharge of liabilities).
The allocation of liabilities may not prejudice the rights of third parties who will retain the right to assert their rights before the judge.
The action of potential creditors is barred after five years from the publication of the dissolution decision.