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Articles of association

UNOFFICIAL TRANSLATION OF THE ORIGINAL VERSION IN FRENCH

FOR INFORMATION ONLY

Luxembourg Alternative Administrators Association (L3A)

(anc.: The Luxembourg Association of Corporates Services Providers & Alternative Funds Administrators (LIMSA))

 

Registered office: L-2086 Luxembourg, 412F, route d’Esch R.C.S. Luxembourg n° F 556 

 

COORDINATED STATUTES

Article 1: Name and registered office   

  1. The association is called the Luxembourg Alternative Administrators Association (L3A), abbreviated as L3A.

  2. L3A is a Non-Profit Association in Luxembourg.

  3. It is established in 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:

  • to promote the Grand Duchy of Luxembourg as a "hub" for foreign direct investment;

  • to defend the professional interests of members.

 

2. It shall attempt to achieve these objectives, in particular:      

  • organizing seminars and other meetings;

  • developing at a central level initiatives that would be too costly or difficult for an individual member;

  • by promoting the activities of the members and the Luxembourg financial centre;

  • by defending the interests of its corporate members 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.

Article 4: Members

1. The Association consists of two categories of members:  

    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 MembersAssociate 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. Members are also subject to the following requirements:

- each member must be in possession of an authorization in accordance with legal provisions in force;

- the member must accept and respect the rules of conduct of the Association set by the Board of Directors.

Article 5: Register of members   

The Secretary shall keep a register of members containing the names, addresses and qualifications of all members.

Article 6: Application and acceptance of membership 

  1. 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.

  2. The Board of Directors decides on its acceptance by an absolute majority of its members. In the event of a tie, the President shall have the casting vote.

  3. The person concerned shall be informed in writing of the decision to accept membership. 

  4. If the Board of Directors decides to reject the application for membership, the relevant party is informed.

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, 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, regulations or decisions of the Association or harms the Association in an unjustified manner;

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

 

2. The termination of the membership by the Association is carried out by the Board of Directors.

3. The termination of membership by a member must be notified 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 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 authorized time following notification of the termination.

6. A member is not entitled to avoid, by terminating his membership, a decision that results in an increase in the financial obligations of the members.

7. The dismissal of the membership is carried out by the Board of Directors.

8. 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, with the Disciplinary Commission. This committee will be constituted by the Chairman 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.

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

 

Article 8: Annual contributions

1. Members are required to pay an annual fee determined by the general meeting which may not exceed the amount of ten thousand (10,000) euros. They may be divided into categories according to the size of the member company.

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

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

  1. The Board of Directors of the Association consists of a minimum of four (4) 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.

  2. The members of the Board of Directors are appointed by the General Assembly and chosen from among the Full Members only. 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.

  3. The members of the Board of Directors must be natural persons in the service of the members of L3A or designated by them.

  4. 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 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.

  5. Meetings of the Board of Directors are convened by the President or by two directors.

  6. The Board of Directors can only validly take decisions if a majority of its members are present or represented. A mandate between directors is permitted and can be given in writing, email or fax. 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 headquarters of the Association.

  7. Decisions may also be made by circular resolutions signed by all directors.

  8. Decisions of the Board of Directors are taken by a majority of the votes cast. In the event of a tie, the President shall have the casting vote.

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;  

  • 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 is responsible for the management of the Association.

 

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 is empowered to have certain parts of its mission carried out under its responsibility by other persons and entities. It may, in particular, set up commissions for that purpose.

 

4. The Association is represented alternately:

  • by the Board of Directors;  

  • by the President, jointly with the Secretary/Treasurer.

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 Advisory 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. 

 

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

1. The Board of Directors presents its annual report at the annual meeting referred to in the following article and reports on the management of the past year by presenting a balance sheet and a profit and loss account. After expiry of the period within which the accounts 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 appoints an Auditor 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. The accounts and the annual report must be approved by the General Assembly. The approval of the accounts and the management report 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.

 

4. The Board of Directors is required to keep for ten (10) years 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.

 

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.

The following are on the agenda of the General Assembly:

a) the annual report and the annual accounts with justification referred to in the preceding Article, as well as the report of the designated auditor;

b) the appointment of persons proposed to fill any vacancies;

c) the proposals of the Board of Directors or the Consultative Committees of the Association, mentioned in the convocation to the General Assembly.

 

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

 

4. 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 subject to compliance with a convening period not exceeding two (2) weeks. If the request is not granted within the prescribed period, the applicants may themselves convene the General Assembly in accordance with the provisions of Article 18 of this Statute.  

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. 

Article 16: Presidency – Minutes

1. The General Assembly is chaired by the President or his alternate, and in their 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. The same applies to the content of a decision taken, provided that the vote concerned an unwritten proposal.

 

3. If, however, the relevance of an assessment referred to in the preceding paragraph is contested immediately after it has been issued, a new vote shall be taken when the majority of the assembly – or, if the initial vote was not a vote by head or in writing, a voter – so requires. This new vote nullifies the legal effects of the original vote.

 

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

 

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

 

6. 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 until one person obtains an absolute majority or voting was between two candidates and there is parity of votes. In ballots (except for 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.

 

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

 

8. 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.

 

9. Where all members are 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.

Article 18: Convening of the General Assembly

1. General Meetings 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 two (2) weeks.

 

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

 

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-Presidents 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-Presidents 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 Member of the PC concerned ceases to be the 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-Presidents.

 

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 members a copy of the proposal for consultation in an appropriate place, at least four weeks before the date of the general meeting and until the end of the day on which the meeting is organized.

 

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 members of the Association. If the required quorum is not reached, a second General Assembly shall be convened and shall be held no earlier than two (2) weeks and no later than four (4) weeks after the first meeting. Whatever the number of 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. This decision will be subject to the approval of the civil court. For the rest, the provisions of Article 8 of the amended Law of 21 April 1928 referred to below shall apply.

 

4. An amendment to the statutes comes into force only after it has been recorded in a notarial or under private deed. Any member of the Board of Directors is competent for the formalization of this act.

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. The excess balance after liquidation goes to the registered members of the Association at the time of the dissolution decision. At the time of the decision to dissolve, however, no other allocation of the excess balance may be given.

 

3. Unless otherwise decided by the General Assembly, the liquidation will be carried out by the Board of Directors.

 

4. 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 21 April 1928 are applicable to all cases not provided for in these statutes.

 

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