FAQs

Yes. The law provides that the articles of association must be brought into compliance with the new law during the 24-month transition period.

Yes. All new associations (ASBLs) and foundations that are formed after the new law enters into force must comply with the new law once they are formed.

The first reason is that this is a legal obligation, and that the board of directors has an obligation and a duty to ensure that the association (ASBL) or foundation upholds the law. Another reason is that it is difficult to enforce articles of association in which certain clauses no longer apply, even though they still appear in the articles of association. In such cases, it can be very difficult for association's/foundation's members and boards of directors to know which provisions still apply, and which provisions, or parts thereof, no longer apply. The last reason is that associations/foundations cannot avail themselves of any of the new law's favourable provisions, which only apply if provided for in their articles of association, such as the option to hold general or board of directors meetings using video conferencing technology.

The transition period is 24 months long, as of the entry into force of the new law. It commences on 23 September 2023 and ends at midnight on 23 September 2025.

Any provisions that are contrary to the new law will be deemed to be void, and therefore inapplicable. The association/foundation will be in breach of the law, since the law clearly states that updating the articles of association is an obligation.

Currently, the only guide that has been published is the guide intended for small associations.

Accounting guide - small associations (Pdf, 899 Kb)

However, many of the explanations found in that guide could also be useful to medium-sized and large associations, such as the details about the criteria for the classification into 3 categories, or about changing categories.

An accounting guide for medium-sized organisations will be published in autumn.

In the text, the term 'range of membership numbers' is used to refer to membership numbers falling within a particular range, for example '0–50' or '0–100'. The exact ranges of membership numbers are defined in the Grand Ducal Regulation of 17 February 2025 establishing the notes that non-profit associations are required to include with their annual financial statements.

Yes. Associations must hold a general meeting that deliberates in accordance with the conditions provided for in the Law of 21 April 1928 (as amended) in order to update their articles of association. For foundations, a formal decision by the board of directors is required. As the provisions of the Law of 1928 continue to apply during the transition period, the general meeting must be held in accordance with all of the provisions of that law. If the quorum requirements are not met, the amendments adopted by the general meeting will have to be submitted to the courts for approval. The only exception to this requirement is if the amendments required to bring the articles of association into compliance only involve replacing references to the old law's article numbers with the new law's article numbers, or deleting references to a repealed provision, in which case the board of directors may decide, unilaterally, to make the required amendments, without the need for the general meeting's approval. Readers are reminded that, for associations that have been recognised as being of public interest, and for foundations, the planned amendments must be submitted to the Ministry of Justice for approval before the association's general meeting is held, or before the decision is taken by the foundation's board of directors.

The law enters into force on 23 September 2023. It applies immediately to all new associations and foundations formed on or after that date. It applies to existing associations and foundations only once they have updated their articles of association to comply with the new law, if they have done so within the 2-year transition period. After the end of the transition period – that is to say, as of 24 September 2025 –, the new law applies to all associations and foundations, even if they did not update their articles of association during the transition period.

In that case, any provisions in the articles of association that are contrary to the provisions of the new law will be deemed to be void, and the new law's mandatory provisions will apply.

Yes. German and English versions of the Guide are available.

In the text, the term 'range of membership numbers' is used to refer to membership numbers falling within a particular range, for example '0–50' or '0–100'. The exact ranges of membership numbers will be defined in a Grand Ducal Regulation, which will be available in due course.

With the entry into force of the Law of 7 August 2023, you no longer need to file the list of members of your association with the RCS (Trade and Companies Register) every year. However, an up-to-date list of your association's members should be kept at your association's registered office.

You are legally required to file the following information with the RCS:

• the name of the person to whom the association's/foundation's day-to-day management has been delegated;
• the permanent representative of any legal entities appointed to represent the association/foundation;
• the legally required statutory auditor, in the case of large associations, associations recognised as being of public interest and foundations;
• mergers.

All large associations, associations recognised as being of public interest and foundations must appoint an approved statutory auditor to audit their financial statements.

Filing fees are set by Grand Ducal Regulation. No filing fees are charged for financial statements filed during the 24-month transition period before the Law of 7 August 2023 is fully enforced.

The identity(-ies) of your association's/foundation's beneficial owner(s) must be registered with the Register of Beneficial Owners (Registre des bénéficiaires effectifs - RBE) within one month of registering or updating the members of the board of directors. Click here to register your association's/foundation's beneficial owners.

If you opt to appoint a legal entity (and not a natural person) as a representative of your association/foundation, you must register a natural person as the permanent representative of that legal entity (director, delegate, liquidator).

You are legally required to file the following with the RCS:

• the application form (registration, amendment and removal): click here;
• the instrument of constitution (in the form of a private or notarised deed);
• amendments to the articles of association, in full;
• the Grand Ducal decree recognising the association as being of public interest;
• where applicable, the Grand Ducal decree approving the establishment of the foundation;
• the annual financial statements (see question on financial statements);
• where applicable, the decision approving the merger (and a copy of the Grand Ducal decree approving the merger of 2 foundations);
• the legal ruling pronouncing the association's/foundation's dissolution, or declaring the organisation null and void, or declaring the amendments to the association's/foundation's articles of association null and void;
• documents confirming a change in legal form;
• the extract confirming the allocation of assets further to the decision to terminate the association.

The following documents must be filed within 7 months of the close of the financial year:

• for small associations: the statement of receipts and payments + annexed notes;
• for medium-sized associations: financial statements, comprising a balance sheet, profit and loss account, and annexed notes;
• for large associations, associations recognised as being of public interest and foundations: financial statements, comprising a balance sheet, profit and loss account, annexed notes + the approved statutory auditor's report.

Some of the documents that you file with the RCS are published and can be viewed by the general public. These include:

• the instrument of constitution, comprising the association's/foundation's articles of association;
• the deed confirming amendments to the association's/foundation's articles of association (published in full);
• the deed confirming a change in the association's/foundation's legal form, comprising the new articles of association (in full);
• the decision approving the merger (where applicable);
• the extract confirming the allocation of assets further to the decision to terminate the association.

The annual financial statements are published by way of an entry that is automatically generated by the LBR when they are filed. Appointments of the association's/foundation's representatives and approved statutory auditor, and renewals and terminations of their terms of office, are published by way of an extract that is automatically generated by the LBR based on data included in the application form filed by the association/foundation.

The "Commission des normes comptables (CNC)" has drawn up guidelines on the accounting regime for large associations, recognised public-benefit associations and foundations. These can be viewed via the following link:

Link to FAQ of CNC

No, a list setting out the names of donors and the amounts of their donations must not be attached to the association’s accounts.