Non-compliant ASBL bylaws: 5 clauses to audit in 15 minutes

📅 Last verified: 25 May 2026. This article applies the law of 7 August 2023 on ASBLs and foundations together with the law of 4 December 2024, which abolished judicial approval for bylaw amendments.

The essentials in 30 seconds

• The 24-month transition period ended on 23 September 2025: the law of 7 August 2023 now applies to every Luxembourg ASBL (association sans but lucratif — Luxembourg's non-profit association legal form), including those whose bylaws have not yet been updated. Conflicting clauses are deemed unwritten — the law prevails.
• In about fifteen minutes, bylaws in hand, you can review the 5 clauses that concentrate the vast majority of compliance problems: meeting convocations, quorum and majorities, board composition, videoconferencing and circular resolutions, member admission and exclusion.
• For each clause, this article tells you what the law now requires, how to check your current wording and, where relevant, which formulation to consider — always to be validated for your situation by a professional if the matter is complex.
• Since the law of 4 December 2024, you no longer need a notary or judicial approval to amend ASBL bylaws: the procedure is purely administrative — extraordinary general meeting, signed minutes, RCS (Registre de Commerce et des Sociétés — Luxembourg's Trade and Companies Register) filing.

📥 Free audit checklist — 15 points to verify in your bylaws

Printable PDF to go through your bylaws pencil in hand, one quiet evening — one tick-box per point, one column for "compliant / to review / to draft".

Get the checklist (PDF, 3 pages) →

Why audit your bylaws now

The law of 7 August 2023 deeply overhauled Luxembourg ASBL law — this is the subject of our reference guide on the law of 7 August 2023. For 24 months, a transition period gave you time to bring your bylaws into line with the new framework. That period ended on 23 September 2025.

In practice, this does not mean your ASBL is "outside the law" overnight. The legal principle is more subtle, and the wording of the law is precise: « À défaut de mise en harmonie des statuts, les clauses statutaires contraires aux dispositions de la présente loi seront réputées non écrites et les dispositions impératives de celle-ci seront applicables » (article 77 §4) — in English: failing harmonisation of the bylaws, statutory clauses contrary to the provisions of the present law shall be deemed unwritten and the mandatory provisions of that law shall apply. In plain terms: if your bylaws provide for a convocation method, a quorum or an exclusion procedure that is incompatible with the 2023 law, those clauses are neutralised — the law applies in their place. Your bylaws remain valid for everything they do not contradict; they become partially silent wherever they do.

This situation is not dramatic, but it is uncomfortable: it leaves your members and your directors in a legal grey area that is best dispelled. The audit we propose here can be done in an evening, bylaws in hand. If you spot one or two corrections, you can put them on the agenda of your next ordinary general meeting. If you spot three or more, a dedicated extraordinary general meeting within the next six months is a sensible posture — not an emergency.

The 5 clauses to check

Clause 1 — Method of convocation to meetings

For decades, registered post was the standard for ASBL general-meeting convocations. For associations with several hundred members, this method has become costly and cumbersome. The law of 7 August 2023 now directly admits two methods of convocation, on equal footing: postal and electronic (article 12 §1 for the AG (assemblée générale — general meeting), article 6 §1 for the CA (conseil d'administration — board of directors)). You do not need a clause in your bylaws to send your convocations by email — the law itself authorises it.

What the law requires. Article 12 §1 states explicitly: « Tous les membres sont convoqués à l'assemblée générale au moins huit jours avant celle-ci. La communication de cette convocation se fait par voie postale ou électronique. L'ordre du jour est joint à cette convocation. » In English: all members shall be convoked to the general meeting at least eight days beforehand; the convocation is communicated by post or electronically; the agenda is attached to it. The electronic route is therefore authorised by the law itself, with no prior statutory condition. The equivalent rule applies to convocations of the board of directors (article 6 §1).

Where your bylaws still matter is if they impose a stricter modality than this legal minimum. Your bylaws may tighten the legal regime (requiring registered post exclusively, for example, or a longer notice period than the eight-day minimum), but they cannot contradict it by giving priority to a modality contrary to the law.

How to check your current clause. Search your bylaws for the words "convocation" or "general meeting". You will typically find a sentence such as "Members shall be convoked to the general meeting by registered post at least fifteen days before the scheduled date." Ask yourself two questions: (1) does the clause prohibit the electronic route by imposing a paper-only method? If so, your email convocations are legally fragile until the bylaws are amended. (2) Is the notice period realistic? The legal minimum is eight days; many ASBLs prefer a longer notice to give members time to organise — that is a free statutory tightening.

📋 Indicative sample wording — modernised convocation

"Members shall be convoked to the general meeting by the board of directors, at least eight days before the scheduled date. The convocation shall be sent by email to every member who has provided a valid email address, or by ordinary post for the others. It shall state the agenda, the date, time and venue of the meeting and, where relevant, the arrangements for remote participation."

Adaptation to be validated against your actual operating practice. You may keep a longer notice period (fifteen days, say) if that matches your usual rhythm.

⚠️ A common pitfall. The law authorises email, but your bylaws may forbid it. A clause requiring "registered post" without an alternative legally compels registered post — even though the law now accepts the electronic route, the statutory clause prevails until amended. Sending the convocation by email alone then exposes your decisions to challenge on procedural grounds. This is precisely the kind of clause to modernise at an extraordinary general meeting.

Clause 2 — Quorum and majority rules

Many pre-2023 bylaws set high quorums — "half the members plus one" or even "two-thirds of the members". These formulations cause a practical problem: in most modern volunteer-led associations, such quorums are never reached. The result: the general meeting can no longer take valid decisions, and the ASBL ends up paralysed in its own decision-making.

What the law requires. The law of 7 August 2023 distinguishes several regimes:

• Ordinary general meeting (approval of accounts, election of the board, routine decisions): article 13 §1 provides that « L'assemblée générale statue sans quorum à la majorité des voix exprimées. » — the general meeting decides without quorum, by majority of the votes cast. No quorum is imposed by law.
• Extraordinary general meeting to amend the bylaws (article 15 §§1-2): quorum of two-thirds of members present or represented, and adoption by a two-thirds majority of the votes cast.
• Amendment of the corporate purpose — that is, the very definition of your ASBL's mission (article 15 §3): adoption by a three-quarters majority of the votes cast, no longer two-thirds. This is a stricter threshold, to bear in mind if your overhaul touches the association's purpose.
• Dissolution: special rules, covered in a forthcoming cluster article.

Your bylaws may tighten these rules (requiring three-quarters across the board, for example), but they can never loosen them.

How to check. Spot the articles in your bylaws that mention "quorum", "majority", "two-thirds" or "extraordinary general meeting". Ask yourself two concrete questions: (1) is the quorum required realistic given the typical turnout at your general meetings? (2) is the majority required at least as strict as what the law imposes in each case?

📋 Indicative sample wording — modernised quorum and majority

"The ordinary general meeting deliberates validly regardless of the number of members present or represented. Decisions are taken by simple majority of the votes cast. Amendments to the bylaws are subject to the quorum and majority rules laid down by the law of 7 August 2023; in the absence of quorum at the first convocation, a second meeting may deliberate under the conditions provided for by law."

This formulation aligns with the legal regimes and activates the classic second-convocation mechanism, which unblocks ASBLs paralysed by an excessive quorum.

💡 The case of an impossible quorum. If your current bylaws require, say, "the absolute majority of members" and you can no longer assemble it, you can activate the second convocation provided for by law: a second general meeting may deliberate validly with a reduced quorum. This is exactly the route to unblock the situation and adopt, on that occasion, modernised bylaws.

Clause 3 — Composition and renewal of the board of directors

Under the previous regime, many ASBL bylaws were silent or very summary on the board of directors. The law of 7 August 2023 clarified several minimum rules — which need to be embraced, even if your bylaws remain silent.

What the law requires.

• Minimum number of directors: the board of directors must have at least three members. This rule applies directly: even if your bylaws mention a lower number, you must appoint at least three directors.
• Length of mandates: the law does not fix a precise maximum length, but it requires the bylaws to define one. Common practice is between two and six years, renewable.
• Eligibility conditions: the law leaves the bylaws free to decide whether only effective members may serve as directors, or whether external persons may be appointed. This freedom must be explicitly settled.
• Co-option and replacement: the law authorises co-option during a mandate to fill vacancies, provided the bylaws have provided for it.

How to check. Read the section of your bylaws devoted to the board of directors and look for answers to the four questions above. If any is missing, your clause has a gap.

📋 Indicative sample wording — board of directors

"The association is administered by a board of directors composed of at least three members, elected by the general meeting from among the effective members, for a renewable three-year term. Where a seat becomes vacant during a mandate, the board of directors may co-opt a director, whose appointment is subject to ratification at the next general meeting. Directors are re-eligible."

⚠️ Silent bylaws. If your board clause says nothing about co-option or the length of mandates, the law prevails over silence: the minimum of three is mandatory, but the absence of rules on co-option may block a mid-year replacement. This is typically the kind of gap to close during an overhaul.

Clause 4 — Videoconferencing and circular resolutions

The 2020-2021 health crisis forced ASBLs to improvise general meetings by videoconference — often without any statutory basis. The law of 7 August 2023 has caught up with practice, but it draws a fine distinction between the general meeting and the board — and this nuance often goes unnoticed.

What the law requires — and the AG / CA nuance.

For the general meeting, article 12 §4 states: « Si les statuts le prévoient, sont réputés présents pour le calcul de la majorité les membres qui participent à l'assemblée générale par visioconférence ou par des moyens de télécommunication permettant leur identification. » — if the bylaws so provide, members participating by videoconference or by telecommunication means allowing their identification are deemed present for the calculation of the majority. The general meeting by video therefore requires an express statutory clause (opt-in regime).

For the board of directors, article 6 §4 provides the reverse: « Sauf disposition contraire des statuts, sont réputés présents pour le calcul du quorum et de la majorité requise, les administrateurs qui participent à la réunion du conseil d'administration par visioconférence ou par des moyens de télécommunication permettant leur identification. » — unless the bylaws provide otherwise, directors participating by videoconference or by telecommunication means allowing their identification are deemed present for the calculation of quorum and majority. Board videoconferencing is therefore authorised by default — your bylaws can forbid it, but their silence amounts to authorisation (opt-out regime).

In both cases, the technical means used must allow identification of participants, effective participation in deliberations, and continuous broadcasting of those deliberations.

Circular resolutions — decisions taken without a meeting, by signature of a text by all directors — are also admitted for the board of directors, but only in exceptional cases duly justified by urgency. The law sets three cumulative conditions (article 6 §5): (1) the bylaws must authorise them, (2) the decision must arise from an exceptional case of established urgency, and (3) the consent of all directors must be obtained in writing. A circular resolution is therefore not an ordinary decision-making method — it is an exception tool.

How to check. Search your bylaws for the words "videoconference", "remote", "electronic means" or "circular resolution".

• If videoconferencing is not mentioned: you cannot hold a valid general meeting by video (statutory clause missing), but you can hold a board meeting by video (authorised by default).
• If videoconferencing is explicitly forbidden by your bylaws: neither AG nor CA by video, until amendment.
• If the circular resolution of the board is not authorised by the bylaws, your board cannot take a decision without meeting, even in a case of established urgency.

📋 Indicative sample wording — videoconferencing and circular resolutions

"The general meeting and the board of directors may be held in person, by videoconference or in a hybrid format combining in-person and remote participation, provided the technical means used allow identification of the participants, their effective participation in the continuously broadcast deliberations, and secure voting. In exceptional cases duly justified by urgency, decisions of the board of directors may also be taken by the unanimous written consent of the directors, under the conditions specified by the internal rules."

For more on the practical arrangements (tools, remote quorum checking, archiving of votes), we will return to this in detail in our forthcoming article Holding a compliant ASBL general meeting: convocations, quorums and majorities, which devotes a full section to videoconferencing.

Clause 5 — Member admission and exclusion conditions

This is the clause most often neglected in existing bylaws — and paradoxically the one that generates the most internal disputes in the real life of an association: conflict over the exclusion of a member who has become disruptive, contestation of an admission, ambiguity over membership categories.

What the law requires. The law of 7 August 2023 confirms that the bylaws must set out:

• the admission conditions for members (who may be a member, by what process: co-option by the board, vote in general meeting, automatic on payment of the membership fee),
• the exclusion procedure (admissible grounds, body competent to pronounce exclusion, rights of defence, possible appeal),
• where relevant, the categories of members (effective members with voting rights, supporting members without voting rights, honorary members, etc.) and the rights attached to each.

How to check. Three quick tests: (1) can a candidate, reading your bylaws, tell how to become a member? (2) does a member threatened with exclusion know what they face and how to defend themselves? (3) if you distinguish several categories of members, are their respective rights clearly defined?

📋 Indicative sample wording — admission and exclusion

"Any natural or legal person who adheres to the association's bylaws, makes a written application and has their candidacy approved by the board of directors may become a member. The exclusion of a member may only be pronounced by the general meeting, by a two-thirds majority of the votes cast, on a reasoned proposal from the board of directors. The member whose exclusion is proposed shall be heard beforehand or may submit written observations. The decision is notified in writing within eight days."

If your association has several categories of members, add a separate clause setting out the rights (in particular voting rights) attached to each.

⚠️ Why this clause matters. In the event of internal conflict, this is the clause that will be invoked — by the excluded member to contest the decision, by the board to justify it. Vague or silent wording weakens the ASBL far more than one imagines when things are going well.

📥 Identified clauses to review?

The Veräin audit checklist (15 points to verify) takes up the 5 clauses above as a printable checklist, plus the side-points this article does not detail: registered office, purpose, financial year, dissolution conditions.

Get the checklist (PDF, 3 pages) →

How to formalise the amendments to your bylaws

Good news for associations that dreaded a trip to the notary: since the law of 4 December 2024, amending the bylaws of an ASBL is fully administrative. No more judicial approval, no more mandatory notarial deed. The procedure has five steps.

1. Prepare the draft. Draft the text of the new clauses and a coordinated text of the bylaws integrating the amendments. A coordinated text makes reading and filing easier.
2. Convoke the extraordinary general meeting. Respect the deadlines and convocation method laid down by your current bylaws (not by the new ones not yet adopted). The agenda must explicitly mention the statutory amendment and attach — or make accessible — the proposed text.
3. Vote. Bylaw amendments are subject to the quorum and majority rules set by the law of 7 August 2023, stricter than those of an ordinary general meeting. If your current bylaws provide even stricter rules, those apply.
4. Signed minutes. Draft the minutes of the general meeting and have them signed by the chair and the secretary. The minutes must state the amendments adopted and the majorities obtained.
5. File with the RCS. File with the Trade and Companies Register the minutes of the general meeting and the coordinated text of the updated bylaws. Filing is done online on lbr.lu; the fees are modest. The amended bylaws are then published in the RESA (Recueil Électronique des Sociétés et Associations — Luxembourg's electronic gazette of companies and associations), which makes them enforceable against third parties.

💡 Special case — pure update of references. If the only thing to correct in your bylaws is a reference to an article of the old 1928 law (repealed or renumbered by the 2023 law), the board of directors may proceed with the update on its own, without convoking a general meeting (article 77 §3). This simplified procedure applies only to purely formal amendments — not to substantive amendments such as the 5 clauses above. The RCS filing remains required.

⚠️ Special case — associated property transactions. Amending the bylaws themselves remains administrative, even if your ASBL owns real estate. However, if the amendment is accompanied by a property transaction (transfer of real estate, creation of security interest, sale, donation), then the ordinary law of property transactions imposes a notarial deed — independently of the ASBL law. Validate these transactions with a notary.

How much it costs

You have three routes to update your bylaws, with notably different cost and legal certainty. The amounts below are indicative orders of magnitude in spring 2026: official RCS fees are published on lbr.lu, accounting-firm and notarial fees depend on the file.

Route	Indicative cost	When to choose it
DIY	RCS fees only (≈ €20 to €50) + your time	Limited and standard amendments (1-2 clauses from the list of 5), simple bylaws, ASBL with no real-estate holdings
With an accounting firm or consultancy	Around €300 to €800 depending on complexity	Broader overhaul, several clauses to review, need for professional review, ASBL with paid staff or significant grants
With a notary	Around €800 to €1,500 + deed fees	Cases with a property or estate-related component; rarely necessary for the sole update of operating clauses

For the majority of small and medium ASBLs — brass bands, sports clubs, cultural associations, neighbourhood committees — the DIY route is well within reach, provided you take the time for preparation and a cross-review by a board member with a legal eye.

What to do now

You have gone through the 5 clauses, bylaws in hand. Three paths depending on your audit result.

If your bylaws are compliant (you answered "yes, it's in our bylaws" to the 5 clauses):

1. Note the audit date in the ASBL file and keep a written trace.
2. Plan a review in twelve to eighteen months — the law may be amended, and a new verification cycle is prudent.
3. Take the opportunity to do a broader consistency audit: do the bylaws still reflect the reality of your association (corporate purpose, member categories, internal organisation)?

If you identified 1 or 2 minor corrections:

1. Prepare the amendments for your next ordinary general meeting — no need to convoke a dedicated extraordinary general meeting if you can put them on the usual agenda, provided that the quorum and majority rules applicable to statutory amendments are respected.
2. Attach the proposed text to the convocation.
3. File the signed minutes and the coordinated bylaws with the RCS within the month following the AG.

If you identified 3 or more corrections:

1. Prepare a coherent overhaul of the bylaws rather than an accumulation of scattered patches. This is the opportunity to put your bylaws back on a clean footing.
2. Convoke a dedicated extraordinary general meeting within six months. Six months is a healthy timeframe: short enough to show that the association is bringing itself into line, long enough to prepare a solid text.
3. Have the draft reviewed by an accounting firm or a specialised adviser if several clauses are complex — investing a few hundred euros secures an overhaul that will last ten or fifteen years.

💡 A special case or a doubt? For tricky situations (impossible quorum to unblock, ongoing internal conflict, ASBL with real-estate holdings, bylaws in German or Luxembourgish), seek professional advice before convoking the AG. A poorly calibrated overhaul costs more than a preliminary consultation.

Frequently asked questions

Q: Do we still need a notary to amend our ASBL bylaws? A: No. Since the law of 4 December 2024, amending the bylaws of an ASBL is purely administrative: extraordinary general meeting, signed minutes, RCS filing. A notary remains useful in certain related cases — typically where the ASBL owns real estate and the amendment touches on its status.

Q: What actually happens if our bylaws contradict the law? A: The law prevails. Your conflicting clauses are "deemed unwritten" in the wording of article 77 §4, and the mandatory provisions of the law apply in their place. Your ASBL is not for that reason "outside the law": it continues to exist and operate, but its bylaws are partially silent on the points of contradiction. It is this ambiguity that is dispelled by updating the bylaws.

Q: Can we draft our bylaws in German or Luxembourgish? A: The law of 7 August 2023 does not prescribe a specific language for the bylaws. In practice, the three administrative languages of Luxembourg (French, German, Luxembourgish) are accepted, in application of the ordinary law on language regime. French and German remain the most common — RCS forms and legal doctrine are mainly available in those languages; Luxembourgish is legally possible but rarer. If you opt for Luxembourgish or German, plan a review by a native speaker with command of legal terminology.

Q: How long do we have to update our bylaws? A: The 24-month transition period ended on 23 September 2025 — there is therefore no longer a formal deadline. But since the law already prevails over conflicting clauses, the issue is no longer about meeting a deadline: it is about dispelling the ambiguity in your bylaws. Six to twelve months to prepare and adopt the overhaul is a reasonable pace.

Q: Our bylaws set an impossible quorum — how do we unblock it? A: Convoke a first general meeting under the current rules. If the quorum is not met, convoke a second AG, which may be held at the earliest fifteen days after the first (article 15 §5) and may deliberate with a reduced quorum. Use this second AG to adopt, among other things, a modernised quorum for future meetings.

Q: Is a general meeting held by videoconference valid if our bylaws do not mention it? A: No for the general meeting, yes by default for the board. Article 12 §4 requires a statutory clause for AG videoconferencing (opt-in regime). Article 6 §4 provides the reverse for the board: videoconferencing is authorised by default, unless the bylaws forbid it (opt-out regime). If your bylaws are silent on AG videoconferencing, your remote AG decisions remain legally fragile; the durable solution is to amend the bylaws to insert the clause (see clause 4).

Q: Do we have to publish our new bylaws in the electronic gazette (RESA) ourselves? A: No, publication in the RESA is automatic: it is the RCS filing that triggers publication. You file the minutes of the general meeting and the coordinated bylaws online on lbr.lu; the RCS handles the publication, which makes the new bylaws enforceable against third parties.

Going further

This article is part of our series on the law of 7 August 2023. To dig deeper:

• The law of 7 August 2023 explained simply — reference guide (pillar article)
• Small, medium or large ASBL: which category does yours belong to? — sister cluster
• Administrative dissolution without liquidation: is your ASBL at risk? (forthcoming, M3)
• Holding a compliant ASBL general meeting: convocations, quorums and majorities (forthcoming, M7 — includes a section dedicated to videoconferencing)

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This article was written by Veräin Media, which offers independent content on the management of Luxembourg ASBLs. It does not constitute legal advice and is not a substitute for consultation with a lawyer or accountant for specific situations. The sample wordings provided are indicative and must be adapted to the particular situation of each association. If you spot an error or want to report a regulatory development, contact us at contact@veraein.lu.

Main sources: Law of 7 August 2023 (Legilux) — Law of 4 December 2024 (Legilux) — Ministry of Justice: ASBL page — Trade and Companies Register (lbr.lu). Last verified: 25 May 2026.