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Whenever you need to start doing business immediately in a European country and you need a company with a VAT number, you don’t have to wait for the bureaucratic procedures.

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Register a Non Profit Organization in Luxembourg

November 2, 2012, 8:34 pm
BridgeWest

There are two types of non-profit organizations which can operate in Luxembourg, regulated by the “Loi du 21 avril 1928 sur les associations et les fondations sans but lucrative”: the associations and the foundations.

An association opened in Luxembourg is an organization that does not engage in industrial or commercial transactions and it’s not trying to provide its members with a gain. In another train of thoughts, the profit obtain from this type of entity cannot be divided among the members.

The articles of association of this type of organization created in Luxembourgmust state: the name and registered office of the association, the object or objects for which it is formed, the minimum number of associates (not less than three), the names, professions, nationalities and domiciles of the partners,  the conditions of acceptance or withdrawing the members, functions and the calling of the general meeting and the conditions under which resolutions will be brought to the attention of members and others,  the mode of appointment and powers of directors, the maximum contributions or payments made by members, the mode of settlement of accounts, the rules to amend the bylaws, the use of the assets of the association in the event that it would be dissolved.

The legal personality is acquired by the organization formed in Luxembourg after registering the articles in the “Memorial, Recueil des Societes et Associations”.

A list indicating, in alphabetical order, the names, residences and nationalities of members, must be filed with the Registry Trade and Companies in the month of publication of the statutes. It is revised annually by the indication in the alphabetical order of changes that have occurred among members.

The main decision of an association opened in Luxembourg are taken by the general meeting of the members, which can decide the amendment of the statutes, the appointment and removal of directors, approval of budgets and accounts or the dissolution of the company. The meeting must be convened by the directors as provided by statutes, or by a fifth of associate’s request. Also, all the members of the association are required to participate at these meetings.

Any amendment to the articles of an NGO set up in Luxembourg must be published in the month when the decision was taken in the “Memorial, Recueil des Societes et Associations”.

Any member of a nonprofit organization is free to withdraw from association by sending his resignation to the directors. The exclusion of a partner may be imposed only in cases provided by the Constitution and by the General Assembly by a majority of two thirds of the votes. The associated resigning or excluded has no right to the assets and cannot claim reimbursement of contributions paid, unless otherwise specified in the statutes.

The Board of Directors of an NGO opened in Luxembourg manages the affairs of the association and all judicial and extrajudicial documents. It is its responsibility to submit for approval the next year’s budget to the General Assembly.

The association created in Luxembourg cannot own property or buildings other than necessary to achieve the object or objects for which it is formed. Any donation inter vivos or testamentary whose value exceeds 30000 € must be authorized by a decree of the Ministry of Justice.

 

Any person may, with the approval grand ducal, assign by deed or by will any part of his property to the creation of a foundation that may acquire legal personality. The legal personality is earned when its statutes are approved by the Grand-Ducal of Luxembourg.

Foundations are considered the institutions aimed on achieving a work of a philanthropic, social, religious, scientific, artistic, educational, sport or tourism character.

Any authentic statement and any testamentary disposition made by the founder to create a foundation are provided to the Minister of Justice for approval. If the founder dies before the disclosure of the statement to the Minister of Justice, this statement is made by the executor or if there is no executor, the successors.

Before the approval, the founder may retract his statement. This right does not belong to the executor or successors.

If the creation of the foundation is made ??by testamentary disposition, an executor may be appointed and he’s responsible for carrying out his intentions.

The statute of the foundation created in Luxembourg must include the object or objects for which the institution is established, the name and the seat of the institution, the names, professions, nationalities and domiciles of the directors, as well as how that new directors will be appointed later and the destination of goods in cases where the institution would disappear.

After obtaining approval by Grand-Ducal the statutes and amendments are published in the “Memorial, Recueil des Societes et Associations”.

The directors of a foundation are required to notify the Minister of Justice regarding their accounts and budget each year within two months of the end of the year.

Account and budget are published in the same period in the “Mémorial, Recueil des Sociétés et Associations.”

The foundation registered in Luxembourg cannot own property or buildings other than necessary to accomplish its mission.




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