Administrator Releases in Quebec Co-ownership: Useful or Risky?

The “quitus” granted to directors often sparks debate at annual general meetings. Should it be granted every year? What practical effects does it have for the board of directors and the syndicate? In divided co-ownership in Quebec, a quitus is more than a simple formality. When properly understood and drafted, it can help secure the management of the building. When used improperly, it can limit your legal remedies. Here is what you need to know to make an informed decision about your condo in Montreal and throughout Quebec.

Quitus for directors: definition and practical scope

A quitus is a resolution by which the meeting of co-owners approves the board of directors’ management for a given financial year and “releases” its members from liability for acts that were known or reasonably knowable as of the date of the vote. In practice, this means that the co-owners acknowledge that the management presented is acceptable in light of the information provided.

Be careful not to confuse a quitus with:

• The approval of the financial statements and budget, which concern figures and projections.
• The adoption or amendment of the by-laws of the immovable or the declaration of co-ownership, which are subject to different rules.
• The syndicate’s statement provided during a sale, which is separate from the quitus.

A quitus may be general (covering the management as a whole) or partial (for example, covering all matters except a construction project or ongoing litigation). It must accurately reflect the scope of the information provided to the co-owners before and during the annual general meeting.

Legal basis and legal effects: what the C.c.Q. says

The Civil Code of Quebec (C.c.Q.) does not make a quitus mandatory. The syndicate is a legal person (see section 1039 C.c.Q.), and the directors of a legal person must act with prudence, diligence, honesty and loyalty (see sections 321–322 C.c.Q.). A quitus does not erase these obligations, or legal remedies in cases of gross fault, dol or fraud.

In case law and practice, a quitus may limit legal remedies for ordinary management acts, provided that:

• The relevant information was disclosed to the co-owners (documents and answers to questions).
• The facts were known or reasonably knowable at the time of the vote.
• The resolution clearly states its scope (period, exclusions and reservations).

A quitus does not protect the board of directors against serious breaches, conflicts of interest, or a violation of the law or the declaration of co-ownership. The duties of loyalty and transparency remain. For reference, see the Civil Code of Quebec provisions on the syndicate as a legal person and directors’ duties on LégisQuébec:

• Civil Code of Quebec (legal persons, co-ownership and administration)

RGCQ also proposes good governance practices for co-ownership: https://rgcq.org/

Benefits and risks: for the board, for the syndicate

When properly used, a quitus can:

• Close out the financial year in an orderly manner, alongside approval of the financial statements.
• Reduce uncertainty and limit potential disputes concerning routine management decisions.
• Recognize the board’s transparency when it communicates proactively.

When poorly structured, however, a quitus can:

• Create the illusion of a general “clean slate” for the management, even though it does not erase serious faults.
• Restrict the syndicate’s legal remedies for errors that could nevertheless have been detected if the documentation had been read carefully.
• Create distrust if the resolution is too broad or if information comes to light afterward.

The key lies in the quality of the information shared before the annual general meeting and in precise, measured drafting. A quitus should reflect reality, not conceal it.

When to grant, refuse or grant with reservations

Consider granting the quitus if:

• The financial statements, the auditor’s or CPA’s report and maintenance reports were provided within the usual deadlines.
• Major decisions (contracts, work, insurance claims and claims for compensation) were clearly explained.
• Questions asked at the meeting received satisfactory answers.

Grant a partial quitus or a quitus with reservations if:

• A major construction project is under way and costs or timelines remain uncertain.
• A dispute has not been resolved and financial impacts may arise.
• Irregularities have been identified but corrective measures are being implemented.

Refuse or defer the quitus if:

• The documents were not provided or are incomplete.
• The board does not answer essential questions.
• Potential conflicts of interest have not been disclosed.

To structure this decision, a syndicate we assist systematically prepares an annual general meeting package containing the financial statements, budget, maintenance plan and logbook (EUC), key contracts and a summary of the board’s decisions. This type of preparation makes an informed quitus easier.

If you would like to professionalize your annual general meeting preparation, explore our administrative and financial management services:

• Financial management: reconciliations, statements, budget and common expense monitoring — https://www.multirent.ca/services/#gestion-financiere
• Administrative management: notices of meeting, agendas, minutes, compliance and resolution follow-up — https://www.multirent.ca/services/#gestion-administrative

How to word and vote on a quitus at the annual general meeting

The quitus is a resolution placed on the agenda. It is generally passed by a majority of the votes of the co-owners present or represented, subject to the rules in your declaration of co-ownership and the C.c.Q. To avoid ambiguity, specify:

• The period covered (e.g., the financial year ended March 31).
• The scope (general, or partial with reservations or exclusions).
• The documents on which the decision is based (financial statements, CPA’s report, insurance claim reports, etc.).

Examples of concise wording:

• General quitus: “The meeting grants the board of directors a quitus for the management of the 2025–2026 financial year as presented in the documents provided and discussed.”
• Partial quitus: “The meeting grants the board of directors a quitus for the 2025–2026 financial year, except for the balcony renovation file, which remains excluded until the final report is submitted.”
• Quitus with reservation: “Quitus granted subject to receipt of the auditor’s report and implementation of the new tendering process.”

Avoid overly broad wording that could be interpreted as a waiver of all legal remedies, including remedies for gross fault or fraud. That is neither the spirit nor the effect of a responsible quitus.

On the agenda: where to place the item

Place the quitus after the following items:

1. Presentation and approval of the financial statements.
2. Report from the board of directors and questions from the co-owners.
3. Presentation of ongoing projects and files.

This sequence gives co-owners a complete picture before they vote.

Entry in the minutes: keeping a clear record

The minutes should accurately reproduce:

• The text of the resolution adopted (or rejected), including details of the reservations.
• The voting results (votes for, against and abstentions), and the majority obtained.
• The reference documents submitted.

Accurate record-keeping protects the syndicate and the directors. For major construction work, make sure the contractors hold the required licences; consult the RBQ register: https://www.rbq.gouv.qc.ca/entrepreneurs/consulter-la-licence-dun-entrepreneur.html

Alternatives to a quitus: caution and transparency

A quitus is not mandatory. Depending on the maturity of your governance and the year’s issues, other options are available:

• No quitus this year: you approve the financial statements but defer the decision on the management until additional information is available.
• Topic-specific quitus: vote only on one area (e.g., cash management and condo fees), while excluding a disputed project.
• Corrective commitments: the board presents corrective measures with a timeline; the meeting makes a future quitus conditional on their implementation.

For neutral guidance on governance and good meeting practices, refer to RGCQ: https://rgcq.org/

Finally, remember that directors’ duties arise from the C.c.Q. and the declaration of co-ownership, not from the quitus itself. A responsible quitus caps a documented and transparent management process. Consult the C.c.Q. on LégisQuébec for the legal basis: https://www.legisquebec.gouv.qc.ca/fr/document/cs/CCQ-1991

FAQ about quitus for directors

Q1. Does a quitus protect a director in cases of gross fault or fraud?

A. No. The obligations of prudence and loyalty, as well as the prohibition against conflicts of interest, continue to apply (see sections 321–322 C.c.Q.). A quitus does not cover gross fault, dol or fraud.

Q2. Is a quitus necessary to sell a condo?

A. No. Documents useful for a transaction include, among other things, the minutes of the most recent annual general meetings and special meetings, the financial statements and the syndicate’s statement. A quitus may inform a buyer, but it is not required. To better understand the issues involved in buying a condo, see OACIQ: https://www.oaciq.com/fr/articles/acheter-un-condo

Q3. Can you revisit a quitus if new facts come to light?

A. A quitus granted on the basis of unknown or undisclosed facts does not necessarily prevent a later legal remedy. Everything depends on the seriousness of the breach and the information available at the time of the vote. Obtain legal advice if necessary.

For more practical co-ownership resources, browse our blog: https://www.multirent.ca/blogue/

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

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