The Luxembourg law of April 21, 1928 on non-profit organizations (ASBL) was repealed and replaced by the law of August 7, 2023. Non-profit organizations registered before this date must bring their statutes into compliance by September 23, 2025 at the latest.
Amendments to the statutes are therefore necessary and must therefore be approved by the General Assembly (the Council of Members).
I have begun preparing the proposal to amend the PPEU’s articles of association in French (the English version will follow later) to bring them into line with the new law of August 7, 2023, governing non-profit associations (ASBL). As of September 23, 2025, all non-profit associations will be subject to the new law, even if the required amendments have not been made.
I suggest that the new articles of association in French and English be validated (by a vote of the Council) and then filed with the RCS (Registre de Commerce et des Sociétés).
Note: Since the PPEU non-profit association is an association incorporated under Luxembourg law whose official languages are French, German, and Luxembourgish, but whose Article 3 requires English, I believe it is important that the English version of the articles of association be included in the same document after the French version. (As at the Olympic Games, in French first and then in English.)
My working documents:
Source: LBR Portal > RCS > Non-profit associations
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I need help with “Article 5 - Objectives”
The law of 07.08.2023 stipulates:
(2) The statutes of an association must include at least:
1° the name of the association;
2° a precise description of the purpose for which it is established and the activities it intends to carry out to achieve that purpose.
The association’s activities must have real substance in the Grand Duchy of Luxembourg;
I don’t see what changes need to be made to comply with this article of the law.
I’d think it is taken care of in the Article, and the substance as well, given that there is a Pirate Party in Luxembourg.
Thank you for working on this !
What keeps me wondering, is that we should probably include a section about “délégués à la gestion journalière” (Secretary General), what do you think ?
Only Article 16 (9) defines the person responsible for day-to-day management (or General Secretary). A section could be added to explain the position in more detail.
The Council must decide on the maximum amount of the membership fee [EUR (€) XXX], possibly on the proposal of the Bureau.
Article 12 (3) […] Under no circumstances may the annual fee exceed EUR (€) XXX per Ordinary Member. (Art. 3 (2) 4° Law of 07.08.2023)
Art. 3 (2) 4° the maximum amount of annual fees payable by full members, hereinafter “members,” for the purpose of their registration in the membership register;
Before I forget and because this could be useful, here is a compliance list / summary of the new provisions of this law I edited a while back.
It might be useful to conclude this work. I will use it to review your proposal, after having done so with the checklist provided by the RCS itself.
The modifications (only) are available here:
https://wiki.pp-international.net/wiki/index.php?title=Talk:Statutes_PPEU-en
And, below, some optional modifications :
Article 12 – Membership Fees
(8) If a Ordinary Member Party did not pay their due membership fee for two consecutive years until the first Council meeting of the second year, they are deemed to have left the Association by resignation automatically they automatically become an observer member at the first meeting of the Council of the second year, unless the Council decides otherwise after deliberation.
[Nota bene: In my opinion, it’s more inclusive, etc.]
Article 15 - Allocation of Votes and Delegates
(7) Adjustments to the number of delegates and votes shall be made immediately following elections take effect on January 1st of the following year , whose results change them.
[Nota bene: It’s up to you to decide whether it’s better or not.]
This will require precise drafting by the Board in coordination with the person concerned (General Secretary), which will take some time. The current priority is to bring the statutes into line with the law of 07.08.2023 (deadline: 23.09.2025). This amendment will have to be submitted to the 20th Council, but there is no reason why the 19th Council should not be informed that this will be on the agenda for the next Council meeting.
PS: Finding a Luxembourg lawyer specialising in ‘contractual/associative/asbl’ law and providing a budget for legal advice would not be a luxury.
After review, here is my take:
My note taking was useful, some provisions were missing but it should be good now.
I have further questions now though.
A major question is the extent to which Article 13 of the new law applies.
Art. 13.
(1) L’assemblée générale statue sans quorum à la majorité des voix exprimées.
(2) Tous les membres ont un droit de vote égal à l’assemblée générale et les résolutions sont prises à la
majorité des voix des membres présents ou représentés, sauf dans les cas où il en est décidé autrement
par la loi ou les statuts.
(3) Des résolutions ne peuvent être prises en dehors de l’ordre du jour que si les statuts le permettent
expressément et à la condition qu’elles soient adoptées à l’unanimité des membres présents ou représentés
à l’assemblée générale.
One way to understand it is that all members have equal votes, and motions are adopted at the majority of present/represented persons (but the mode of adoption can be refined in the statutes, while the voting rights cannot).
Another way is that both the voting rights and method of motion adopting can be refined in the statutes.
Nah, makes more sense it applies to both
Yes, as indicated at the end of Art. 13 (2)
[…] except in cases where otherwise provided by law or the articles of association
However, humanity is required and necessary to add a new item to the agenda.
There is no Art. 13 (4) in the statutes as there is in the law of 07.08.2023:
Article 14 (8) Save in the cases provided for in Articles 6 and 8 Article 13 (2) of the Luxembourgish law of 21st April 1928 August 7, 2023 on non-profit associations (ASBL) and foundations, as amended, the meeting may legitimately consider items not announced on the agenda, provided that all present or represented members (Art 13(4)) of the Council are and so agree at the meeting by a simple majority vote of all the voting Ordinary Members.
Article 14 (8) Save in the cases provided for in Articles 6 and 8 Article 13 (2) of the Luxembourgish law of 21st April 1928 August 7, 2023 on non-profit associations (ASBL) and foundations, as amended, the meeting may legitimately consider items not announced on the agenda, provided that all present or represented members of the Council are present and/or represented and so agree at the meeting by a simple majority vote of all the voting Ordinary Members agree to this during the meeting by a vote of the unanimous consent of the members of the Council present or represented (Art 13 (3) Law of 07.08.2023).