Articles of association

Luxembourg Alternative Administrators Association (L3A)

Non-profit association

Registered office: L-2146 Luxembourg, 63-65 rue de Merl

R.C.S. Luxembourg No. F 556

COORDINATED STATUTES

Article 1: Name and registered office

The association is called the Luxembourg Alternative Administrators Association (L3A), abbreviated as L3A.
L3A is a Non-Profit Association in Luxembourg (hereinafter the “Association”).
It is established in Luxembourg, Grand Duchy of Luxembourg.

Article 2: Financial year

The financial year begins on 1 January and ends on 31 December.

Article 3: Purpose

1. The purpose of the Association is to promote the interests of Alternative Service Providers and to contribute to the development of Luxembourg as the investment hub and operations centre of choice for global Alternative Investment Managers;

2. It shall achieve these objectives through:

promoting the activities of the members and the Luxembourg alternative investment industry and financial centre;
centrally co-ordinating initiatives and projects that would be too costly or difficult for members to undertake individually;
defending the interests of its members and our industry vis-à-vis the authorities, in particular by sitting on various consultation bodies and commissions, both nationally and internationally;
maintaining contacts with the authorities, other professional organisations, professional chambers and other member institutions;
organising seminars, trainings and other meetings.

Article 4: Members

1. The Association consists of two categories of members which together form the General Assembly:

a) Full Members

b) Associate Members

with a minimum of ten (10) Full Members.

2. Quality of members

2.1. Full Members

Full Members must be Luxembourg legal entities carrying out activities of administration of alternative structures, of high repute and irreproachable professional skills and offering predominantly services to foreign clients in the areas of domiciliation, management and administration of funds, companies and foundations active in the alternative investment sector.

2.2. Associate Members must be Luxembourg legal entities offering specific services and operating within the real asset industry, of high repute and professional competence offering ancillary services to Full Members and their clients.

3. The Association consists of three Member Categories applicable to both Full Members and Associate Members, determined as at January 1 of each year or, with respect to new members, as at date of membership acceptance:

3.1. Large Members – firms with in excess of 200 Luxembourg based employees, including associated group companies;

3.2. Medium Members – firms with between 51 and 200 Luxembourg based employees, including associated group companies;

3.3. Small Members - firms with up to 50 Luxembourg based employees, including associated group companies.

4.Members are also subject to the following requirements:

each member must be in possession of an authorisation in accordance with legal provisions in force; and
the member must accept and respect the rules of conduct of the Association set by the Board of Directors.

Article 5: Register of members

An up-to-date list of Association members is kept at the registered office of the Association in electronic form.
Any member may request a copy or consult the register of members at the Association's registered office, the minutes and decisions of the General Assembly and the Board of Directors, the Association's accounting documents and the coordinated text of the Articles of Association.

Article 6: Application and acceptance of membership

The application for membership as a member must be submitted in writing to the Board of Directors. It must be accompanied by a recommendation from at least two Full Members of the Association who agree to sponsor the candidate.
The Board of Directors decides on its acceptance by an absolute majority of its members. In the event of a tie, the President shall not have the casting vote.
The person concerned shall be informed in writing of the Board of Director’s decision to accept membership.
If the Board of Directors decides to reject the application for membership, the relevant party is informed about such decision.

Article 7: End of membership

1. Membership ends:

a) if the member ceases to exist;

b) if the member terminates his membership;

c) if the Association terminates the membership. Such termination may occur if the member no longer meets the requirements set for membership in these statutes and in the rules of procedure of the General Assembly, if the member fails to fulfil its obligations towards the Association and finally when it cannot reasonably be required of the Association to maintain the membership of the member;

d) by impeachment (exclusion). This sanction can only be imposed when the member acts in violation of the provisions of the statutes (e.g. failure to pay the annual contribution within three months), regulations or decisions of the Association or harms the Association;

e) by merger of a member, which as a result no longer exists as a legal entity.

2. The termination or impeachment of the membership by the Association is carried out by the Board of Directors. The Board of Directors is not required to give reasons for excluding a member of the Association.

3. The termination of membership by a member must be notified in writing to the Board of Directors.

4. The termination of the membership by a member or by the Association can only occur at the end of the financial year subject to respect of a notice of thirty days. Membership may, however, be terminated with immediate effect where the Board of Directors believes that it cannot reasonably be required of the Association or the member to maintain the membership.

5. Termination contrary to the provisions of the preceding paragraph shall have the effect of terminating the membership at the soonest authorised time following notification of the termination.

6. In the event of a decision of termination by the Association pursuant to the provisions of points c. and d. of paragraph 1 above, the person concerned may lodge an appeal, within thirty days of notification of the decision of the Board of Directors, with the Disciplinary Commission. This committee will be constituted by the President of the Board of Directors and by two Full Members who are not members of the Board of Directors and appointed each year by the General Assembly. To this end, the member shall be informed as soon as possible of the reasoned decision and shall be suspended for the duration of the appeal period and of the appeal itself.

7. When membership ends in the course of a financial year, the annual contribution of the relevant member nevertheless remains due for the entire financial year.

8. A member who resigns or is excluded has no rights over the Association's assets and may not claim reimbursement of any membership fees paid, unless otherwise provided herein.

Article 8: Annual contributions

1. Members are required to pay an annual fee determined by the General Assembly which may not exceed the amount of ten thousand (10,000) euros. Annual fees are assessed based on the size of the member company as set out in Article 4.3 above.

2. The Board of Directors may in certain special cases grant a total or partial exemption from contributions.

3. The Association’s resources include but are not limited to:

a) Annual contributions by the members;
b) Subsidies and grants awarded to L3A;
c) Sponsorships from existing members;
d) Net revenues from events organised by L3A;
e) Training programs and initiatives creating a revenue for L3A;
f) Donations or legacies in its favour authorised under the conditions of Article 19 of the law of 7 August 2023 on non-profit associations and foundations, as may be amended from time to time; and
g) Any other resources authorised by law.

Under article 19 of the law of 7 August 2023 on non-profit associations and foundations, as may be amended from time to time, non-profit associations that have received a donation inter vives or in a will in an amount exceeding thirty thousand euros (EUR 30,000) must request approval of this donation by ministerial decree, by means of a request to this effect addressed to the Minister of Justice.

In the case of a request for authorisation of a legacy, the request for approval must be accompanied by the following documents:
- a copy of the testament(s);
- a copy of the notarial deed; and
- a copy of the declaration of inheritance, together with proof that it has been filed with the Registration Office.

However, this authorisation is not required for the acceptance of gifts inter vivos, i.e. donations, made by bank transfer from a credit institution authorised to carry on its business in a Member State of the European Union or the European Economic Area, regardless of whether the donor transfers the amount of thirty thousand euros (EUR 30,000) or more in one or more instalments.

No authorisation will be issued if the identity of the donor cannot be established.

Article 9: Board of Directors – Composition, appointment and functioning

The Board of Directors of the Association consists of a minimum of three (3) and a maximum of fifteen (15) persons. The number of members of the Board of Directors is determined by the General Assembly taking into account the provisions of this paragraph.
Directors perform their duties on a collegiate basis. Directors' mandates are exercised free of charge.
The members of the Board of Directors are appointed by the General Assembly and chosen from among the Full Members only. Their term of mandate may not exceed six years (6) and is renewable. The General Assembly chooses from the Board of Directors a President, a Secretary and a Treasurer. On the proposal of the Board of Directors, the General Assembly may confer the title of Honorary President on the outgoing President, for the sake of continuity, longevity of development and support to the Association. The Honorary Presidents of the Association are not eligible as members of the Board of Directors. However, they may attend such meetings by right in an advisory capacity.
Board Members, President, Secretary and Treasurer are appointed for an initial term of three (3) years, with the possibility to extend the term for a further three (3) year period. Any further extension of term beyond six (6) years would require a two-thirds majority vote of the members present or represented at the Annual General Assembly. In the event that a Board Member represents a firm which changes category during his/her term, the term will continue until the end of the three year period after which the Board Member’s mandate will end. It is further proposed that the President can be a representative of a member firm or independent. If independent, the President would become a (part-time) employee of L3A with compensation agreed by the Board.
With effect as of the date of the Annual General Assembly to be held in 2026, the Board shall be composed as follows to ensure representation across the three classes of Full Members – Large, Medium and Small:
• 9 Board Members representing Large Category Members
• 3 Board Members representing Medium Category Members
• 1 Board Member representing Small Category Members
The members of the Board of Directors must be natural persons in the service of the members of L3A or designated by them.
The appointment of the members of the Board of Directors is made on the basis of proposals from the Board of Directors to the General Assembly. The proposals issued by the Board of Directors are mentioned in the convening notice to the General Assembly. The General Assembly may elect Full Members not proposed by the Board of Directors with a two-thirds majority of the votes cast.
Meetings of the Board of Directors are convened by the President or by two directors.
Notices of Board meetings must be sent to all directors by post, by ordinary mail or by e-mail at least eight (8) days before the Board meeting is due to take place and must include an indication of the agenda.
The Board of Directors can only validly take decisions if at least the majority of its members are present or represented. Any director may be represented at any meeting of the Board of Directors by appointing in writing, by fax or by any similar means of communication, another director as his proxy. A director may only represent one other director at a time and the proxy is valid for one meeting only.
Directors may also participate in the Board of Directors by videoconference or other means of telecommunication allowing their identification. These means must meet technical characteristics guaranteeing effective participation in the meeting of the Board of Directors, whose deliberations are broadcast continuously. The meeting held by such means of remote communication shall be deemed to take place at the registered office of the Association.
Decisions of the Board of Directors may be taken by unanimous written consent of the directors in duly justified exceptional cases.
Decisions of the Board of Directors are taken by a majority of the votes cast. In the event of a tie, the President shall not have the casting vote.
All decisions taken must be recorded in minutes signed by the President of the Association, or in its absence by the person presiding the relevant Board, and, where applicable, the Secretary.

Article 10: End of the term of office of the members of the Board of Directors - Periodic resignation, suspension

1. Each member of the Board of Directors, even when appointed for a fixed period, may at any time be suspended or dismissed by the General Assembly. A decision to suspend or revoke must be taken by a two-thirds majority of the votes cast. A suspension shall end if no decision to revoke is taken within three months of the suspension.

2. The term of office of a member of the Board of Directors ends:

when that member ceases to be a member of the Association;
at the expiry of the term of his or her mandate;
by resignation.

3. In the event of the resignation of a director during his term of office, the incumbent directors may appoint a new director by a simple majority, subject to ratification by the next General Assembly by the same majority.

Article 11: Mission of the Board of Directors – Representation

1. Subject to the limitations provided for in these statutes, the Board of Directors has the power to perform all acts necessary or useful to the achievement of the purpose for which the Association was formed, with the exception of those reserved by law to the General Assembly. The Board of Directors represents the Association in and out of court.

2. If the number of members of the Board of Directors becomes less than four (4), it nevertheless retains its competence. However, it is obligatory to appoint a new director as soon as possible to fill the vacant post(s) in accordance with Article 10.3.

3. The Board of Directors shall ensure that the Consultative Committee is composed of members representing the widest possible range of skills useful to the achievement of the purpose of the Association. Similarly, the Board of Directors shall ensure that the composition of the Consultative Committee is representative of the organisations and enterprises whose activities are in line with the objectives of the Association.

4. The mission of the Consultative Committee is to provide the Board of Directors, at its express request, with opinions concerning the policy to be followed by the Association. The Consultative Committee may also deliver an opinion on its own initiative.

5. The Board of Directors shall ensure that one or more of its members attends the meetings of the Consultative Committee, if the latter so requests. The Consultative Committee shall ensure that a sufficiently representative delegation of the Consultative Committee attends the meetings of the Board of Directors, if the latter so requests.

Article 12: Committee Consultative

1. The Board of Directors may set up a Consultative Committee.

2. The number of members of the Consultative Committee is determined by the Board of Directors. The members of the Consultative Committee are appointed by the Board of Directors, which may also dismiss them.

3. The Board of Directors shall ensure that the Consultative Committee is composed of members representing the widest possible range of skills useful to the achievement of the purpose of the Association. Similarly, the Board of Directors shall ensure that the composition of the Consultative Committee is representative of the organizations and enterprises whose activities are in line with the objectives of the Association.

Article 13: Management report and annual accounts – Justification of the Board of Directors

1. The Board of Directors must submit the annual accounts, the draft budget for the following financial year and the management report for approval to the General Assembly no later than six months after the end of the financial year. After expiry of the period within which the accounts, the draft budget for the following financial year, and the management report must be submitted, each member may require the Board of Directors to convene a General Assembly which must meet within one (1) month.

2. The General Assembly may appoint an auditor (réviseur d’enreprises) from the official list of “l’Institut des Réviseurs d’Entreprises” who analyses the accounts and the management report of the Board of Directors. The auditor shall present its analysis to the General Assembly and inform the Board of Directors of its observations. The Board of Directors is required to provide the auditor with all information useful for the achievement of its mission, to show it if necessary, the funds and assets of the Association, and to give it free access to the books and records of the Association.

3. An auditor is optional for small and medium size associations.

4. The approval of the accounts, the draft report and the management report by the General Assembly entails discharge of the Board of Directors for its management of the past year, provided that the accounts and the management report attest to this.

5. The accounts must be filed with the Trade Register and published in the Recueil électronique des Sociétés et associations (RESA) within one (1) month of the approval of the accounts and the budget by the General Assembly.

6. The Board of Directors is required to keep for ten (10) years, from the end of the financial year to which they relate, the documents referred to in paragraph 1. of this article.

Article 14: The General Assembly

1. The General Assembly has the powers of the Association which are not reserved by law or these statutes to other bodies.

A resolution of the General Assembly is required for:

a) modification of the articles of association;
b) nomination, suspension, revocation and fixing the number of directors and auditors (if any);
c) extension of the mandate of a board member beyond a duration of six years;
d) discharge granted to directors;
e) approval of the budgets and annual accounts;
f) dissolution of the L3A and the nomination of the liquidator of the Association;
g) exclusion of a member;
h) application for the recognition of public utility status;
i) any case where required by the Articles of Association.

2. At least one Annual General Assembly shall be held at the latest six (6) months after the end of the financial year, unless this period is extended by the General Assembly.

3. The following are on the agenda of the Annual General Assembly:
a) the annual report and the annual accounts with justification referred to in the preceding Article, as well as the draft budget for the following financial year and the report of the designated auditor (if any);
b) the appointment of persons proposed to fill any vacancies;
c) the proposals of the Board of Directors, mentioned in the convocation to the Annual General Assembly.

4. Any proposal signed by a number of members equal to one-twentieth of the last annual list of members must also be placed on the agenda.

5. Other General Assemblies maybe held as often as the Board of Directors deems necessary.

6. In addition, the Board of Directors is required to convene, at the written request of at least one fifth of the members, a General Assembly.

Article 15: Access and right to vote at the General Meeting

1. The members of the Board of Directors and the other members of the Association may attend the General Assembly. Members of the Board of Directors and members who are subject to suspension do not have access to the General Assembly.

2. The President of the General Assembly decides on the access of persons other than those referred to in paragraph 1 of this article.

3. The members of the Board of Directors may speak at the General Assembly provided that the President has granted them this right.

4. Only full members of the Association who are not subject to suspension have the right to vote at the General Assembly. They may be represented by another member in writing, by e-mail or by any similar means of communication. A member may represent several other members.

Article 16: Presidency – Minutes

1. The General Assembly is chaired by the President, and in his or her absence by a member appointed by mutual agreement by the Board of Directors from among its members. If no member of the Board of Directors is present, the General Assembly will itself provide for its chairmanship. Until this appointment, the presidency of the assembly is entrusted to the doyen of the persons present at the General Assembly.

2. The Secretary or another person designated for this purpose by the President shall record the deliberations of each General Assembly in a report. The minutes shall be adopted during the course of the General Assembly or at the next meeting and signed as witness by the President and the Secretary of the said meeting.

Article 17: Decision-making process of the General Assembly

1. The decisions of the General Assembly shall be taken in accordance with the terms and conditions of quorum and majority provided for by law.

2. The President's assessment at a General Assembly that a decision has been taken is definitive.

3. Unless otherwise provided by law or statutes, all decisions shall be taken by an absolute majority of the votes cast.

4. Blank votes are deemed to be null and void.

5. If, in an election of persons, no one has obtained an absolute majority, a second free vote or, in the case of a binding proposal, a second vote among the candidates proposed shall be organised. If in this second vote, no one obtains an absolute majority, there will be further ballots as further set-out below until one person obtains an absolute majority or voting was between two candidates and there is parity of votes. In case further ballots are distributed (excluding the second vote), voting is each time of the persons voted in the previous round, except for the person who obtained the fewest votes in the previous vote. If in this previous vote, several people finish tied with the fewest votes, it will be determined by drawing lots which one will be eliminated in the next round. If there is parity in a vote between two people, it will be determined by lot which of the two will be elected.

6. In case of parity on subjects other than the election of persons, the proposal is rejected.

7. All votes are conducted verbally. The President may, however, decide that votes be cast in writing. In the case of an election of persons, a voter present may also require that the votes be cast in writing. The vote in writing is on signed and sealed ballots.

8. Where all members are present or represented at a General Assembly, it will be able to take, by unanimity of votes, valid decisions on all subjects set out on the agenda – including on a proposal to amend the statutes or on a proposal to dissolve the Association – even if the convocation has not taken place in accordance with the requirements or in the event of non-compliance with any other requirement relating to the mention of the subjects to be dealt with and/or the convening and holding of the Assemblies.

9. Members may also participate in the General Assembly by videoconference or other means of telecommunication allowing their identification. These means must meet technical characteristics guaranteeing effective participation in the General Assembly, whose deliberations are broadcast continuously. The assembly held by such means of remote communication shall be deemed to take place at the registered office of the Association.

Article 18: Convening of the General Assembly

1. General Assemblies are convened by the Board of Directors. The convocation is notified by letter by post or by e-mail to the members at the addresses indicated in the register kept for this purpose by the Board of Directors.

2. The notice period may not be less than fifteen (15) days prior to the date of the relevant General Assembly.

3. The agenda of the General Assembly is mentioned in the convocation.

4. Each General Assembly will be held on the day, at the time and place stated in the notice convening the relevant General Assembly.

Article 19: Permanent Committees

1. The Board of Directors may create Permanent Committees (PCs) with the mission of focusing on an ongoing basis on a specific area of the Association's field of activity.

2. Only members of the Association (Full Members and Associate Members) may be members of a Permanent Committee. Rules of procedure of the Permanent Committee may be adopted to include specific conditions for membership of that Committee. Each Permanent Committee is co-chaired by two representatives, including at least one Full Member (the "Co-Chairs of the PC"), both appointed by the Board of Directors.

3. The membership of each Permanent Committee by a representative of a member company ("PC Member") shall be determined by the Co-Chairs of that Committee. In case of refusal of
membership, the relevant party has the right to appeal to the Board of Directors, which may decide to grant membership.

4. Membership of a Permanent Committee ends when the PC Member concerned ceases to be a representative of a member of the Association, when the member company itself ceases to be a member of the Association, by resignation of the PC Member or by decision of the Co-Chairs.

5. The Board of Directors may allocate financial resources to the Permanent Committees.

Article 20: Amendment of the articles of association

1. These statutes may be amended only by a decision of the General Assembly convened for this purpose and announcing that an amendment to the statutes will be proposed.

2. An amendment of the statutes or rules of procedure may only take place on the proposal of the Board of Directors or at least one fifth of the members. The Board of Directors shall ensure that the notice of meeting is accompanied by a copy of the proposal fully reproducing the text of the amendment. The Board of Directors shall make available to the Full Members a copy of the proposal for consultation in an appropriate place, at least four weeks before the date of the General Assembly and until the end of the day on which the assembly is organised.

3. A decision to amend the statutes requires a two-thirds majority of the votes cast in an assembly comprising at least two-thirds of the Full Members of the Association, which are present or represented. If the required quorum is not reached, a second General Assembly shall be convened and shall be held no earlier than fifteen (15) days and no later than four (4) weeks after the first assembly. Whatever the number of Full Members represented, this second General Assembly may decide on the proposal set out on the agenda of the first meeting, with a majority of at least two thirds of the votes cast. For the rest, the provisions of Article 15 of the amended Law of 7 August 2023 referred to below shall apply.

Article 21: Dissolution

1. The Association may only be dissolved by a decision of the General Assembly on a proposal from the Board of Directors. The provisions of paragraphs 1 to 3 of the preceding Article shall apply.

2. In the event of dissolution of the Association, the General Assembly shall decide on the terms and conditions of liquidation. After liquidation of the liabilities, the net assets shall be allocated to another association or foundation having its registered office in a Member State of the European Union or of the European Free Trade Association, to a societal impact company whose share capital is made up of one hundred per cent impact shares, having as its object the fight against all forms of poverty, social evils, disease and human misery in the Grand Duchy of Luxembourg, or to the State, a municipality or a public establishment also pursuing the same object.

3. After its dissolution, the Association will continue to exist insofar as the liquidation of its assets so requires. During the liquidation, the provisions of these statutes will remain applicable unless otherwise provided by law or practical impossibility.

Rule 22: Rules of Procedure

1. The General Assembly may, on a proposal from the Board of Directors, enact, in accordance with the law and these statutes, rules of procedure which will govern matters not covered by them.

2. Decisions to issue or amend rules of procedure shall be subject to the same conditions as for the amendment of the statutes.

Article 23: General provisions

The provisions of the amended law of 7 August 2023, as may be amended from time to time, are applicable to all cases not provided for in these statutes.

APPLICATION PROCEDURE

Documents can be sent to the following address :

WE THANK YOU IN ADVANCE FOR YOUR CONFIDENCE IN OUR ASSOCIATION.

APPLICATION PROCEDURE

Documents can be sent to the following address :

WE THANK YOU IN ADVANCE FOR YOUR CONFIDENCE IN OUR ASSOCIATION.

Articles of association

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