From a legal point of view, there are several forms of association. The best known are de facto associations, non-profit associations and foundations.
De facto associations
A de facto association exists when several people join together to pursue a general interest goal (e.g. music group, neighbourhood committee). It operates according to its own rules. The members establish certain principles which may be put in writing or agreed upon orally. A de facto association has neither legal personality nor legal or administrative obligations. Therefore, it cannot acquire rights over movable or immovable property and conclude contracts. The members are personally liable for the association’s debts and commit their personal assets (house, savings, etc.).
A non-profit association is a group of people – at least 3 persons - who have a common objective, project or cause and have agreed to submit the formation and creation of their association to the rules established by the law. It may not engage in profit-making activities, i.e. not operate with the sole purpose of making a benefit or paying its members dividends. This does not mean that a non-profit association may not make money from its activities, but the money must be used to purchase materials and services necessary to realize the object of the organization.
Non-profit associations pursuing a general interest goal – philanthropic, religious, scientific, artistic, educational, social, sporting or tourist-related – may also be recognized as public interest organizations by Grand-Ducal decree.
You have to follow several steps to set up your non-profit association. First, you have to draft and sign the statutes. The drafting must contain a series of elements such as your association’s purpose, the maximum rate of subscription fees, the method of setting accounts and the conditions for members’ joining and leaving. These indications must be listed in a notarized or private deed. Then, you have to submit electronically to the Trade and Companies Register (Registre des commerces et sociétés or RCS) a registration form fully and duly completed as well as documents required to be filed by the law (statutes, a list of association’s members, the Grand-Ducal decree recognizing the association as being of public interest, etc.). The association acquires its civil personality – in other words, it is legally recognized and protected - as soon as its statutes are published in the Electronic Compendium of Companies and Associations (Recueil électronique des sociétés et associations or RESA).
A foundation is a legal person engaged in charitable, social, religious, artistic, educational, sporting or tourism-related activities. It does not seek material gain and is mainly funded through income from its capital, grants, subsidies, donations and bequests. A foundation is established by an authenticated document (notarial deed) or by will.
Anyone can set up a foundation, provided that they satisfy the applicable conditions. You have to submit to the Minister of Justice your application accompanied by the will or, in the case of an authenticated statement, by the following documents: a draft copy of the statutes of the foundation, a 3-year financial plan and a statement precisely explaining the foundation’s goal and the concrete project it intends to undertake. After approval by the Minister of Justice, you have to file with the RCS foundation’s statutes. These must specify the foundation’s goal; its name and address; the names, addresses, nationalities and occupations of the administrators; how subsequent administrators are to be appointed and what is become of the foundation’s property should the foundation cease to exist. The filed statutes are published in the RESA. A copy of the Minister’s approval must be enclosed with the filing.
The following sites will help you create your non-profit association or foundation: Portail du Bénévolat, Comité de liaison des associations issues de l’immigration (CLAE), Luxembourg Business Register and guichet.lu (non-profit associations and foundations).
ING organizes each year ING Solidarity Awards. The aim is to reward and support the charitable community in Luxembourg through a competition. All non-profit associations, foundations and societal impact companies registered and established in Luxembourg are invited to participate. The 2021 edition started on Tuesday, April 20. More information here.