Amending a Declaration of Co-Ownership in Quebec

The declaration of co-ownership governs life in a divided co-ownership in Quebec. It includes the act of constitution, the by-laws of the immovable and the description of the fractions. Amending these documents requires a rigorous process, specific voting thresholds and registration in the land register. A well-prepared board of directors reduces delays, safeguards the vote and avoids having to reconvene the meeting.

In this article, we explain the steps, voting thresholds and best practices for amending the declaration of co-ownership, from the draft resolution through to notarization and publication. You will learn when a simple majority is sufficient, when 3/4 of the votes is required and when unanimity among the co-owners is necessary.

What can be amended and why

The declaration of co-ownership is updated to reflect the building’s reality and legal obligations. Common reasons include:

• Adapting the by-laws of the immovable to actual uses (e.g. electric vehicle charging stations, short-term rentals, pets and noise).
• Clarifying common expenses, the calculation of condo fees or special assessments.
• Bringing the declaration into compliance with the Civil Code of Quebec (C.C.Q.) or new legislation.
• Correcting inaccuracies in the description of fractions or rights of use (common portions for restricted use).
• Establishing rules for managing the maintenance logbook (EUC), insurance or work on the common portions.

The C.C.Q. provides specific rules for decision-making at an annual general meeting or special meeting, depending on the nature of the amendment and its impact on co-owners’ rights. Refer to the provisions on meetings, voting thresholds and the enforceability of the declaration (see C.C.Q., art. 1052 and following; 1096 to 1109).

Steps for amending the declaration of co-ownership: from draft to land register

Here is a typical process that reduces the risk of errors:

1. Assessment and mandate
   • The board of directors makes a list of the clauses to be amended and the issues involved (legal, financial and operational).
   • It mandates a legal professional (lawyer or notary) to validate the strategy, the required voting threshold and the form of the instrument.
2. Drafting the resolution
   • The wording targets specific clauses of the act of constitution and/or the by-laws of the immovable.
   • A clear explanatory note is added, outlining the impacts on the common portions and private portions.
3. Calling the meeting
   • Notice of meeting that complies with the declaration of co-ownership, including the agenda and attached draft resolution.
   • Check the quorum, proxy rules and weighting of votes.
4. Holding the meeting and voting
   • Presentation of the proposal, question period and minor adjustments as needed.
   • The meeting chair confirms the applicable voting threshold before the vote (simple majority, 3/4 or unanimity).
5. Preparing and recording the minutes
   • The minutes indicate the adopted wording, detailed voting results and any reservations.
   • They are signed by the officers and kept in the syndicate’s records.
6. Notarial instrument and publication
   • Amendments to the declaration of co-ownership are made by notarial deed en minute and then published in the land register so they are enforceable against third parties (see C.C.Q., art. 1052 and following).
   • The notary ensures consistency among the resolution, the instrument and the publication.
7. Communication and implementation
   • Send the changes to the co-owners, update the building handbook and post the new rules.
   • Adjust internal procedures as needed (e.g. managing work, insurance, access to the common portions and the maintenance logbook).

For an overview of administrative support, see our management services: administrative management and operations management.

Which voting thresholds apply? Practical guidelines and references

Under the C.C.Q., the principle is a majority of the votes of co-owners present or represented, unless the law requires a higher threshold. Here are common guidelines to confirm with your legal professional:

• By-laws of the immovable (rules on use, safety and nuisances): simple majority of the votes of co-owners present or represented (see C.C.Q. art. 1096).
• Act of constitution (substantive rights, allocation of common expenses and designation of common portions): a higher threshold, often 3/4 of the votes of all co-owners for structural decisions (see C.C.Q. art. 1097).
• Change in the destination of the building, significant impairment of the rights attached to fractions or amendment of relative values: unanimity is required (see C.C.Q. art. 1098).
• Alienation or creation of real rights in the common portions: a higher threshold (see C.C.Q. art. 1097).

The table below illustrates typical cases. The exact voting threshold depends on the wording of the declaration of co-ownership, the actual effects of the amendment and the applicable C.C.Q. provisions. Have a notary or lawyer confirm it.

Tip: before calling the meeting, confirm the decision category and the weighting of votes, then sound out key co-owners. It is better to adjust the proposal beforehand than to fail at the vote.

Common pitfalls and best practices for the board of directors

• Vague agenda: clearly state “Amendment to the by-laws of the immovable – article X” or “Amendment to the act of constitution – clause Y.”
• Missing draft wording: attach the proposed wording to the notice of meeting. Co-owners must be able to study it.
• Wrong voting threshold applied: prepare an internal decision table showing the C.C.Q. reference and the target voting threshold.
• Incomplete voting record: record detailed results in the minutes (votes for/against/abstentions, quorum and proxies).
• Failure to publish: without a published notarial deed, the amendment may not be enforceable against third parties.
• Poor communication: after adoption, send a clear summary and update the documents (consolidated by-laws, handbook, insurance policy and maintenance logbook/EUC).

On the financial side, anticipate legal and notarial fees, the cost of holding the meeting and, if necessary, technical expertise. Include these costs in the annual budget or cover them through a one-time assessment, depending on your declaration of co-ownership.

Documents to prepare and sample timeline

• Explanatory note: context, objectives, impacts and proposed voting threshold.
• Draft amendment: article-by-article wording, with a consolidated version attached.
• Notice of meeting: agenda, voting procedures and proxies.
• Attendance sheet, vote calculation and quorum calculation.
• Meeting resolution, signed and recorded minutes.
• Draft notarial deed for publication.

Indicative timeline: 2 to 4 weeks for internal consultation, sending the notice in accordance with the deadlines set out in your declaration of co-ownership, the meeting, preparation of the minutes and signing of the deed, followed by publication. Timelines vary depending on the complexity of the matter.

FAQ – Amending the declaration of co-ownership

Q1. Can the declaration of co-ownership be amended without a meeting?
Substantive amendments require a vote at a meeting. Some minor corrections may be made by the board of directors if the declaration of co-ownership allows it, but any amendment to the declaration itself generally requires a decision by the co-owners and a published notarial deed (see C.C.Q.).

Q2. Is a by-law clause that conflicts with the C.C.Q. valid?
No. A clause that conflicts with a mandatory provision of the C.C.Q. is inoperative. It is better to correct the declaration of co-ownership to avoid disputes and challenged decisions.

Q3. How can an adopted amendment be challenged?
In some cases, a co-owner may seek to have a non-compliant decision annulled (the C.C.Q. sets out the applicable deadlines and grounds). Consult a lawyer promptly to assess the likelihood of success.

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

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Useful sources:
Civil Code of Quebec (LégisQuébec)
RGCQ – Co-ownership resources
OACIQ – Divided co-ownership
LégisQuébec – General information