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Lead magnet · Cluster M3 Dissolution

ASBL Reactivation KitStep-by-step procedure and minutes template

The administrative dissolution without liquidation (Article 69 of the law of 7 August 2023) targets ASBLs and foundations that have remained inactive at the RCS for five years and do not respond to the RCS manager's update request. This kit is for any dormant structure that wishes to regain compliance rather than letting the procedure complete.

What you get

  • Printable A4 PDF, 4 pages: cover + express 3-question diagnosis + step-by-step procedure in 4 steps + complete minutes template to copy + usage notes and resources
  • Extraordinary general meeting minutes template ready to copy into a word processor (5 standardised resolutions, to adapt to your situation)
  • Direct citations of Articles 69 and 70 of the law of 7 August 2023 and the amending law of 4 December 2024 — also applies to foundations

⚠️ Note on the PDF language version

The PDF is currently provided in French. An English version is in preparation. The legal substance is identical — the steps described in English here correspond to those in the PDF.

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Content overview

Step 1 — Convene an extraordinary general meeting for reactivation

Identify who is currently a legal director, re-convene the remaining members if needed, follow the formalities required by your articles of association (or the default rules under the 2023 Act).

Step 2 — Hold the meeting and resolve the reactivation

At least three agenda items: resumption of activity + board, approval of dormant accounts, update of articles of association if required by the 2023 Act.

Step 3 — File the documents with the RCS

Signed minutes, updated list of directors, missing annual accounts, articles update and RBE update if needed. Filing via the LBR platform.

Step 4 — Reply formally to the RCS letter

Reference the file number, attach the proof of filings made. This closes the six-month window before the opening of the procedure (Article 70 §1 of the 2023 Act).

🛡️ Judicial appeal route

If the procedure is opened despite a regularisation, the association or foundation — and any interested third party — has one month after notification to lodge an appeal before the civil chamber of the district court (Article 70 §3). The kit mentions it and the full article details it.

Further reading

Informational document, does not replace consultation with a lawyer or chartered accountant for specific situations (ASBLs with significant assets, foundations under direct supervision of the Ministry of Justice, derogating articles of association).

ASBL Reactivation Kit — Step-by-step procedure + minutes template (Article 69, 2023 Act) — Veräin Media