Liquidation ASBL LuxembourgASBL (Non-profit) Dissolution Luxembourg
Dissolving a Luxembourg ASBL (Association Sans But Lucratif) is governed by the Law of 21 April 1928, as amended. Bookkeeper.lu supports you through every step of closing your non-profit.
Our service
- EGM convocation and dissolution minutes
- Appointment of ASBL liquidator
- RESA and Mémorial publications
- Non-profit allocation of the surplus
- Strike-off from associations register
- Final tax returns
- Bank account closures
- Legal document archiving
About the procedure
Liquidating a Luxembourg ASBL is governed by the Law of 21 April 1928 on non-profit associations and foundations. Unlike commercial companies, the net assets of a dissolved ASBL cannot be distributed to members but must be allocated to a similar non-profit purpose.
ASBL dissolution procedure
Dissolving an ASBL involves: (1) an extraordinary general meeting voting the dissolution by a 4/5 majority of members present (or as per the articles), (2) appointment of one or more liquidators, (3) publication in RESA and an official journal, (4) realising assets and settling liabilities, (5) allocating the liquidation surplus to a similar non-profit cause, and (6) strike-off from the associations register.
Allocation of the liquidation surplus
The net assets resulting from the liquidation of an ASBL cannot be distributed to members. They must be allocated to another ASBL or foundation pursuing a similar purpose, or to a public-benefit body. This allocation must be voted by the general meeting and recorded in the liquidation deeds.
Tax treatment of the dissolution
ASBLs not subject to CIT benefit from simplified tax treatment on liquidation. Only ancillary commercial activities that generated CIT will be subject to a final return. Assets distributed to other ASBLs or foundations are not subject to registration duties.
Frequently asked questions
What majority is required to dissolve an ASBL?
The Law of 21 April 1928 generally requires a 4/5 majority of members present at the EGM, subject to at least 2/3 of members being present or represented. The articles may set stricter conditions. If these quorums are not met, a second EGM can be convened with relaxed conditions.
Can the assets of an ASBL be distributed to founders?
No. One of the core principles of an ASBL is non-profit. The net liquidation assets must be allocated to another non-profit or public-interest entity. Any distribution to members or founders is prohibited and may engage their liability.
Can an ASBL be dissolved by court order?
Yes. The district court may order the dissolution of an ASBL at the request of the Public Prosecutor or any interested party if the ASBL has an unlawful purpose, is contrary to public morality or public order, or no longer meets the legal conditions for its existence.
How long does it take to dissolve an ASBL in Luxembourg?
The standard procedure takes 4 to 10 weeks depending on the complexity of the association's assets. Additional delays may apply if the ASBL owns real estate or has ongoing litigation.
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