Right of First Refusal in Quebec Co-ownership

Right-of-first-refusal provisions often raise questions when a condo is put up for sale. In divided co-ownership, this mechanism allows a designated beneficiary—often the syndicate, and sometimes the other co-owners—to purchase the property first, on the same terms as an accepted offer to purchase. When properly structured, it helps transactions move smoothly; when poorly managed, it delays a sale and creates disputes.

In Quebec, this right is not automatic. It arises from an express clause in the declaration of co-ownership (DCO) and, where applicable, the by-laws of the immovable. The Civil Code of Quebec recognizes the free disposition of a fraction, subject to the restrictions set out in the declaration (see section 1063 C.C.Q.). The DCO’s content and publication requirements also govern its opposability to third parties (see sections 1062 and 1069 C.C.Q.; current as at 2026-08-07).

In this article, we explain the Quebec co-ownership right of first refusal, the legal framework, the application process, and best practices for your board of directors (board) and syndicate.

What is the right of first refusal in a condo?

A right of first refusal is a contractual clause under which a designated beneficiary may purchase a co-ownership fraction first, by accepting exactly the essential terms of an offer to purchase accepted by the seller.

In practice:

• The seller accepts an offer to purchase conditional on the right of first refusal not being exercised.
• The beneficiary receives notice of the offer to purchase and a deadline to exercise the right.
• If the beneficiary exercises the right within the deadline and in the required form, the initial buyer is replaced by the beneficiary on the same terms.
• If the beneficiary does not exercise the right, the sale proceeds with the initial buyer.

The clause may apply to the syndicate, all co-owners or a specific group (e.g., holders of parking spaces in the same tier). It may also exclude certain transfers, such as a donation to a relative, an inheritance or a sale to a co-owner who already owns property in the building, depending on the DCO.

Legal framework and opposability to third parties

• Free disposition: the co-owner may sell their fraction, subject to the restrictions contained in the declaration (see section 1063 C.C.Q.). The right of first refusal is therefore a contractual exception, which is interpreted restrictively.
• Declaration and by-laws: the DCO must specify the existence of the right, its beneficiaries, the situations in which it applies and the deadlines (see section 1062 C.C.Q.).
• Publication: for the right to be opposable to a purchaser, the DCO and its amendments must be published in the Land Register (see section 1069 C.C.Q.). If the right of first refusal results from an unpublished amendment, a purchaser acting in good faith may not be required to comply with it.
• Good faith and proportionality: the right must be exercised in good faith and must not constitute an abuse of rights. Disproportionate deadlines or ambiguous conditions weaken the clause.

To explore the legal foundations in greater depth, consult the Civil Code of Quebec on LégisQuébec (the co-ownership section, sections 1062, 1063 and 1069). The OACIQ also provides resources on offers to purchase and condition clauses specific to co-ownership transactions. The RGCQ publishes best practices for syndicates and boards.

• LégisQuébec – Civil Code of Quebec
• LégisQuébec – Divided co-ownership (overview of the provisions)
• OACIQ – Guides and forms for real estate brokerage
• RGCQ – Resources for syndicates and co-owners

Application process: steps and deadlines

Each DCO sets out the process. Here is a commonly used framework, which must be adapted to your declaration.

1. Receipt of the accepted offer to purchase
   – The seller sends the syndicate (or the designated beneficiary) written notice, together with a complete copy of the accepted offer to purchase and its relevant schedules (price, deadlines, conditions, and excluded/included items).
   – The notice format (email, registered letter or management platform) and the syndicate’s official address must comply with the DCO.

2. Deadline for exercising the right
   – The DCO generally sets a firm deadline (e.g., 5 to 15 days). An overly long deadline may be considered abusive.
   – The deadline starts when all required documents have been received. State this expressly in the DCO to avoid disputes.

3. Decision and proof of exercise
   – The board meets and adopts a resolution authorizing the exercise of the right, or delegates that authority in accordance with the internal rules.
   – The beneficiary gives the seller notice of the exercise within the deadline, accepting the essential terms (price, signing date, occupancy and schedules). Require the written form provided for in the DCO.
   – If required, an accompanying deposit or proof of financing must be provided with the notice of exercise.

4. Replacement of the initial buyer
   – The beneficiary replaces the initial buyer on the same terms. The notary prepares the documents accordingly.
   – If the beneficiary waives the right or allows the deadline to expire, the sale proceeds with the initial buyer.

5. Common special situations
   – Accessory property: parking and storage spaces (accessory private portions) often follow the main fraction. The DCO must specify whether the right applies to them separately.
   – Exemptions: transfers to a spouse, an inheritance or transfers between co-owners may be excluded. Avoid overly broad exemptions that strip the clause of its substance.

Practical tip: prepare a template receipt notice and a template exercise/waiver notice. Structured administration reduces delays and risks. See our administrative management services for processes adapted to your syndicate: https://www.multirent.ca/services/#gestion-administrative

Drafting a clear clause in the DCO and by-laws

An effective clause is precise, reasonable and suitable for publication. Check the following elements with your notary:

• Beneficiary or beneficiaries: the syndicate, all co-owners or a defined category.
• Triggering event: the sale of a fraction; specify whether other forms of disposition are covered (exchange, giving in payment or transfer for consideration). Clarify excluded transfers (donation, inheritance, between spouses and between co-owners).
• Documents to be provided: accepted offer to purchase, schedules, the buyers’ identities, proposed signing date and resolutory conditions.
• Exercise deadline: short, fixed and reasonable (e.g., 10 calendar days). Define the starting point (complete receipt) and how the deadline is calculated (calendar days versus business days, cut-off time and time zone).
• Exercise procedures: written notice, proof of financial capacity, equivalent deposit, identity of the beneficiary (the syndicate) and authorized signatories.
• Effects: automatic replacement of the initial buyer, full acceptance of the terms and preservation of the deadlines.
• Accessory portions: application to parking and storage spaces; specify how exclusive-use rights will be treated.
• Multiple priorities: if several beneficiaries are covered, establish a clear order (e.g., the syndicate first, followed by the co-owners).
• Publication: ensure that the DCO or amendment is published in the Land Register so it is opposable (see section 1069 C.C.Q.).

A syndicate we support cut processing times in half by adopting standardized templates and a clear decision-making schedule. Structure your processes and record your decisions in the syndicate’s file.

Practical impacts and pitfalls to avoid

• Unclear deadlines: failing to define a clear starting point unnecessarily prolongs uncertainty and weakens the clause.
• Lack of opposability: an unpublished amendment may not be opposable to a purchaser acting in good faith; review your publications.
• Non-identical terms: changing the price, date or inclusions when exercising the right may lead to a challenge; reproduce the terms exactly.
• Discrimination: the exercise of the right must not improperly exclude a buyer on unlawful grounds. Remember your good-faith obligations.
• Coordination with the notary: notify the notary early to reserve the signing date and confirm the adjustments (municipal and school taxes, common expenses, special assessments and the syndicate’s certificate).

On the brokerage side, the OACIQ recommends clear clauses in the offer to purchase. A well-drafted “non-exercise of the right of first refusal” condition protects the parties and sets out the timeline: https://www.oaciq.com/

To improve your internal tools (notice templates, resolutions and deadline tracking), explore our management services and resources: https://www.multirent.ca/services/

FAQ – Right of First Refusal in Quebec Co-ownership

1) Who can hold the right of first refusal?

Most often, the syndicate. Some declarations grant it to all co-owners, sometimes according to specific priorities (e.g., holders of adjoining parking spaces). Check your DCO and its by-laws.

2) What if my declaration does not mention it?

Without an express published clause, there is no right of first refusal that is opposable to third parties. The co-owner may sell freely, subject to the other rules in the DCO (e.g., the duty to notify the syndicate, no outstanding condo fees, etc.).

3) Does the right apply to donations, inheritances or sales to a relative?

Often not, but this depends on the exact wording of the DCO. Many declarations exclude these situations. Read the clause and, if necessary, consult a notary before refusing a transaction.

For more topics on co-ownership governance, browse our blog: https://www.multirent.ca/blogue/

This article provides general information and does not constitute legal advice. Consult a lawyer or notary regarding your situation.

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