Management

The Foundation implies a tripartite organisation, involving the founders, the beneficiaries and the management.

 

The Founder can be one or several private individuals (family members or not), advisors or professional fiduciary that administer assets of individuals, like a Trust or a Foundation. He has a large amount of freedom: he can reserve the right to amend articles of incorporation of the Foundation, including its lifetime and liquidation, the designation of the beneficiaries as well as change the legal by-laws.

 

The foundation can have one or more beneficiaries whereby founder is given the possibility to appoint as well as to revoke beneficial interests and to determine the criteria for the selection of beneficiaries.

 

The patrimonial foundation is administered by a director, or by a board of directors, composed of natural or legal persons (including the founders and beneficiaries who may combine these functions) that undertake all action necessary for the accomplishment of the Foundation’s purpose.

In some cases, the foundation may have a supervisory board. It is only mandatory if there are more than 5 beneficiaries or if assets exceed EUR 20 mio.

 

Resolutions by the foundation’s management and supervisory bodies will be approved by simple majority and a quorum is not required.

Example of a small Foundation

small_foundation

The founder: usually one person (individual or company or trust)

 

The endowment: Can be cash or assets in-kind, can be granted by the founder or by outside persons and must be EUR 50.000 minimum.

 

Offices: If the Foundation has no offices it must use the services of a recognised Luxembourg domiciliation provider.

 

Administrators: Can be physical persons or companies appointed to administrater the assets. The administrators will open the bank account for the Foundation, manage the assets and organise the payment to the beneficiaries.

 

Supervisory board and external auditor: There is no requirement for a Supervisory Board or External Auditor for small Foundations.

 

(Luxembourg Private Foundation – One founder and one beneficiary)

Example of a Large Foundation

large_foundation

 

The founder: can be one or more physical persons or entities involved in the management of personal wealth.

 

The endowment: can be cash or assets in-kind, can be granted by the founder or by outside persons.

 

The offices: if the Foundation has no offices, it must use the services of a recognised domiciliation provider.

 

The administrators: can be physical persons or companies appointed with the administration of the assets. If a company is named administrator, it must designate one person in permanence to execute this duty. The administrators will open the bank account for the Foundation, manage the assets and organise the payment to the beneficiaries.

 

A supervisory board and external auditor is required for Foundations with assets in excess of EUR 20mio or more than 5 beneficiaries. Supervisory Board members cannot be administrators and must be physical persons. At least 3 members are required.

 

Issuance of certificates:

 

The Foundation may issue registered certificates to any individual or entity managing the wealth of one or more persons in connection with the assets it owns, according to the conditions defined in the constitution charter or extra-statutory regulations or issuance of certificates documents. The Foundation maintains a register of certificates containing:

 

  • a precise description of each holder of certificates and the number of certificates held;
  • where appropriate, the class of certificates;
  • indication of payments;
  • transfer certificate and the date of such transfers.

 

Ownership certificates are established by an entry on the register.

 

(Structure with 5 or more beneficiaries and /or assets in excess of EUR 20 million)

The Luxembourg government issued a draft law on such private foundation in the summer of 2013. But these provisions have not come into effect since the bill has yet to be voted.

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