AISBL Guide - Rationale

This document contains things to know to create and manage an AISBL (International non-profit association seated in Belgium). We fill information here as we learn it, so don’t expect to find here complete, definitive information.

Reasons to choose the AISBL formula

There are many different forms of non-profit associations and foundations in every country. If one decides to base it in Europe, Belgium is usually considered as a good place to start a non-profit. Belgium allows national non-profit associations (ASBL), international non-profit associations (AISBL), and foundations.

As the European institutions have developed, a large number of international associations have chosen to establish themselves in Belgium. So much so that Brussels has become the second centre of international associations at the world level, after Washington. These employ between 20,000 and 30,000 people in our territory. (…) A majority of them (73%) opted for a tailor-made status, that of the AISBL (international non-profit association). (source (FR))

The foundation supposes founding members willing to invest money to pursue the goal of the foundation. Contrarily, associations don’t necessarily need to be based on money or even own or manage money.

The main non-profit association (ASBL) form is the standard form for non-profit associations in Belgium. It is easy to create, and needs to follow the same Code of Societies and Associations (FR) law as companies. However, it is not recognized outside Belgium and must have at least two members residing in Belgium. It doesn’t need statuses.

An International Non-Profit Association (Association Internationale Sans But Lucratif, or AISBL) is a newer (2002), international version of the standard Non-Profit Association (ASBL) in Belgium, it has the following characteristics:

• The association must have non-profit purposes and be of international utility. The purpose as well as the activities it proposes to implement must be written in statutes.

• The seat must be located in Belgium. But there is no requirement for any of the members to be located in Belgium. In fact it can even work with no member living in Belgium (only a delegate/proxy)

• To become live, the statutes which represent the basic principles of the organisation must be written in a legal act, performed by a notary. Legal personality will subsequently be granted by royal decree. A new royal decree will be necessary for any subsequent modification of the statutes

• As an association, members of an AISBL cannot receive any material benefit from the AISBL. They can be paid/compensated to perform specific tasks (administration, etc) but cannot receive any money for just being a member.

• The law does not require a minimum number of members, but the word “association” assumes that there are at least two members. However, in order to avoid paralysis, it is recommended that the association consists of at least three people. The status of members must be regulated in the statutes.

• The AISBL has its own legal personality, independent of that of its members, it has its own rights and obligations. Members have limited liability and do not tie their own assets to the fate of the association. They must however still act in good faith, and could still be sued for example for knowingly using their position in the association to make it perform illegal acts.

• The AISBL is usually made up of two organs: the general management body, also called “general assembly”, and the administrative body, which administers the association. The statutes determine the form, composition and mode of operation of the administrative body.

• Even without any capital contribution or commercial operations, the association must comply with a number of accounting obligations (see below).

• The AISBL can do limited commercial operations (for ex. sell goodies, etc) as long as it solely serves (and is subordinated to) the non-profit purpose and does not generate benefit for its members. Allowing commercial activities must be indicated in the statutes. Engaging in commercial activities also makes the association subject to VAT and taxes.

• As software patents don’t exist in Europe, the AISBL cannot be sued for possible patent infringements in other countries where such patents exist. It can therefore assume any code that possibly violate patents in another country and therefore protect its real author from threats of lawsuits.

• AISBLS are also recognized outside of Belgium, so it is easier for them to get services and things like bank accounts in other european countries. They are also easy to transfer to another european country.