Forming an ASBL (non-profit association) in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
To set up a non-profit association in Luxembourg (ASBL), you need at least two founding members under the law of 7 August 2023, in force since 23 September 2023. The founding deed can be notarial or private. The association acquires legal personality on the day of its RCS registration, then declares its beneficial owners to the RBE.
Definition
The ASBL (non-profit association) is a legal entity that does not carry on industrial or commercial operations and does not seek to provide a material gain to its members. In Luxembourg it is governed by the law of 7 August 2023.
The ASBL in figures
- Founding members
- 2 minimum
- Board of directors
- 3 directors, or 2 if fewer than 3 members
- Directors’ term
- Up to 6 years, renewable
- Legal personality
- From RCS registration
What the articles must state at a minimum
Article 3 of the law of 7 August 2023, presented at a general level.
- The name of the association.
- Its precise purpose and planned activities, with real substance in Luxembourg.
- The municipality of the registered office, located in Luxembourg.
- The maximum amount of the annual membership fee.
- The minimum number of members, which cannot be fewer than two.
- The conditions for admission and withdrawal of members.
- The rules for appointing, removing and ending the term of directors.
- The allocation of assets on dissolution, and the duration if limited.
The formation steps
- 1
Association project
Purpose, activities, founding members, governance and membership fee.
businessregistration.lu - 2
Articles
A partner lawyer drafts articles compliant with the 2023 law.
Partner lawyer - 3
Signature
Private deed in two originals, or notarial deed.
Founding members - 4
Registration
Filing of the deed with the RCS and publication in the RESA; legal personality arises on registration.
LBR - 5
RBE and register of members
Declaration of beneficial owners and keeping of the register of members at the registered office.
Board of directors
A non-profit does not trade
An ASBL cannot have industrial or commercial operations as its purpose. A project that sells goods or services to earn income is rather a company, possibly a social impact company. Associations created before September 2023 had 24 months to bring their articles into line with the new law, according to LBR circular 23/2.
After formation
The board of directors keeps a register of members at the registered office and records admissions, resignations and exclusions in it within one month. The general meeting approves the accounts no later than six months after the year end; they are filed with the RCS within one month of approval, in a form that depends on the size of the association. An ASBL can later apply for public utility recognition from the Ministry of Justice.
For a project with an economic and social purpose, see the social impact company.
Next step
Set up your ASBL
Articles compliant with the 2023 law, RCS and RBE filings coordinated. Written quote.
Frequently asked questions
How many members are needed to set up a non-profit association in Luxembourg?
To set up an ASBL you need at least two founding members under the law of 7 August 2023, compared with three under the former 1928 law. The articles then set a minimum number of members, which cannot be fewer than two.
Do you need a notary to set up an ASBL?
No. The law allows an authentic deed or a private deed; in the second case, two originals are enough. Using a notary is therefore a matter of the founders’ preference, and the deed is then filed with the RCS for registration.
When does the ASBL legally exist?
The ASBL acquires legal personality on the day of its registration in the Trade and Companies Register, under article 2 of the law of 7 August 2023. This registration does not make it a trader. Before that date, the founders act in their own name.
Does an ASBL have to declare its beneficial owners?
Yes. Like companies, an ASBL registered with the RCS declares its beneficial owners to the Register of Beneficial Owners and updates the declaration whenever there is a change. Where no member controls it, its managers are generally the ones declared.
Can an ASBL carry on paid activities?
It may receive membership fees and income linked to its purpose, but it cannot carry on industrial or commercial operations or provide a material gain to its members. If in doubt about a paid activity, have the project validated before the association is incorporated.