AISBL: INTERNATIONAL NON-PROFIT ASSOCIATION

AISBL: INTERNATIONAL NON-PROFIT ASSOCIATION

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  • Post category:Europa

What is it? 

The international non-profit association is a group of natural or legal persons pursuing a non-profit-making purpose of international utility. 

The international non-profit association is a group of natural or legal persons pursuing a disinterested objective of international utility. 

This legal form, although similar in several respects, cannot be confused with the non-profit association (non-profit association). In fact, the aisbl has its characteristics:

  • The international character of the association is determined by the disinterested purpose of international utility. The purpose and activities which it proposes to implement must be mentioned in the Staff Regulations.
  • The head office must be located in Belgium.
  • As soon as a joint draft is drawn up, the statues representing the fundamental principles of the organisation must be drawn up in an authentic act. The intervention of a notary is therefore necessary. The legal personality will subsequently be conferred by royal decree. A new royal decree will be required for any subsequent modification of the purpose and / or activities.
  • As an association, members of an association may not receive any material advantage from the association. The law does not require a minimum number of members, but an association assumes that there are at least two members. However, to avoid paralysis, it is recommended that the association be composed of at least three people. The status of the members must be regulated in the statutes because the law gives full freedom to the founders.
  • The charity has its own legal personality, independent from that of its members, has its own rights and obligations. Members have limited liability and do not bind their assets to the fate of the association.
  • The charity consists of two bodies: the general assembly and the administrative body. The statutes shall determine the form, composition and operating procedures of the administrative body.
  • Although without any capital contribution, the charity has to comply with a number of accounting obligations.

The aisbl will have legal personality on the day the decree of royal recognition is signed. You must provide the following documents to FPS Justice:

  • a certified copy of the notarial deed of creation of the international association and, if necessary, of its annexes,
  • a request for the conferral of legal personality (addressed to the Minister of Justice, but attached to the other documents);
  • the list of members of the Board of Directors: surname, first name, place and date of birth and address; for legal persons: first name, legal form and address of the registered office (if it does not appear in the authentic instrument).

Modification of the corporate object

If the objectives for which the aisbl is constituted, as well as the activities that it is proposed to implement in order to reach these objectives, change, a new royal decree is necessary. You must provide the following documents to FPS Justice:

  • an extract from the minutes of the general meeting, signed by the person or persons responsible, containing the amended objective (and / or activities) and from which it is clear that this objective has been approved by the requested presence and voting quorums;
  • a request for approval of the amendment (addressed to the Minister of Justice but attached to the other documents);
  • the list of members of the Administrative Board in office at the date of the decision to amend: surname, forename, place and date of birth and address; for legal persons: name, legal form and address of the registered office;
  • an e-mail containing the new text of the article related to the purpose and activities.

In order to ensure a better administrative processing of the file, it is recommended that the applicant also send by e-mail and in Word format two versions of the article of the Statute containing the objective and activities. On the one hand, the wording resulting from the last amendment approved by Royal Decree and, on the other, the amended wording that will be submitted for real approval.

Once the royal decree has been signed, the administration sends four consignments to the notary, the council or the international association. One of the four shipments must be communicated to the Registry of the Business Court of the district where the aisbl is located, along with other useful documents.

Documents to be sent to the Registry of the Court of Enterprises (of the district in which the aisbl is located) are:

  • a copy of the Royal Decree approving the amendments;
  • the coordinated version of the statutes as a result of the amendments made;
  • amend the data at the Banque-Carrefour des Entreprises (ECB);
  • proof of payment of the costs of publication in the Belgian Official Journal.

Amendment of the statutes

The following amendments to the Statutes shall be registered in an authentic instrument:

  • the powers of the aisbl’s general assembly, the method of convocation and the method of decision of the aisbl’s general assembly, as well as the conditions under which its decisions are communicated to the members;
  • the conditions for amending the articles of association, winding up and liquidating the association;
  • the selfless purpose to which in the event of dissolution the non-profit organisation’s assets are to be assigned.

Documents to be sent to the Registry of the Business Court of the district where the aisbl has its registered office are:

  • a certificate of the authentic instrument and annotation of the changes made;
  • the coordinated version of the Statutes as a result of the amendments made;
  • amend the data at the Banque-Carrefour des Entreprises (ECB);
  • proof of payment of the costs of publication in the Belgian Official Journal.

The following information shall appear in the statutes of an AISBL:

  • the name and indication of the region in which the headquarters of the association is established;
  • a precise description of the altruistic purpose it pursues and of the activities which constitute its object;
  • the conditions and formalities for the admission and resignation of members and, where appropriate, members of the various categories;
  • the rights and obligations of the members and, where necessary, of the members of the various categories;
  • the powers of the aisbl’s general assembly, the manner in which it is convened and decided upon, and the conditions under which its decisions are communicated to the members;
  • the powers of the administrative body of the aisbl;
  • the arrangements for the appointment, revocation and dismissal of directors, their minimum number, the duration of their term of office, the extent of their powers and the time limits for their exercise;
  • the method of designating the persons empowered to represent the AISBL in relation to third parties;
  • the arrangements for appointing and terminating the function of the persons delegated to the daily management of the aisbl under the law and the arrangements for exercising their powers, acting separately or jointly or as a college;
  • the conditions for amending the statutes;
  • the conditions under which the association is wound up and wound up;
  • the interest-free purpose to which the AISBL must allocate its assets in the event of dissolution.

In addition, there is other information must appear in the statutes of the AISBL, or in other provisions of its constitution:

  • the name, names, domicile of each founder or, in the case of a legal person, the name, legal form and address of its head office;  
  • the precise address at which the seat of the aisbl is established and, if necessary, the e-mail address and website of the aisbl;  
  • the identity of the directors and persons authorised to represent the non-profit making entity in relation to third parties and, where applicable, the auditor.