Although the syndicate’s decision-making bodies are constituted upon publication of the declaration of co-ownership, their effective implementation is, in practice, often carried out by the developer who signed the declaration. The administration and management of the syndicate of co-owners are thus assumed, on a transitional basis, by a director appointed by the developper, during a transitional period that may vary in length depending on the circumstances. The latter acts as the syndicate’s representative and exercises the functions normally assigned to the board of Directors, until the co-owners take over by electing their own board.
Appointment and term of office
The declaration of co-ownership (By-laws of the Immovable) typically provides for the designation of one or more Interim directors by the developer, effective upon publication of the co-ownership act in the Land Register. As the author of this declaration, the developer often appoints individuals affiliated with his organization: employees, partners, or business associates. Although this designation is legal, it must not result in undue or prolonged control over the syndicate. The transitional mandate ends as soon as the developer loses the majority of votes at the co-owners' meeting, pursuant to article 1104 of the Civil Code of Québec. This shift leads to a transitional special meeting, during which the co-owners elect a new board of directors, composed of members independent of the developer.
Transitional period
This transitional period is generally a delicate one. It occurs at a time when the syndicate is just beginning to operate—an early stage during which various issues may quickly arise: establishing administrative structures, adjusting the budget, resolving potential disputes with contractors, and even handling complaints related to defects in workmanship, latent defects and construction defects.
Duties and obligations of the interim director
The nterim director assumes the same responsibilities and holds the same powers as any other director of a syndicate of co-ownership. He is required to administer and manage the co-ownership. As such, he must, minimally:
Contingency fund study
The efficient startup of a co-ownership requires a serious and realistic assessment of the contributions of co-owners to the contingency fund. Theoretically, the interim director must take appropriate measures so that his forecast is adequate, and even seek the help of a building professional, such as, an architect, an engineer or a professional technologist.
Common expenses (condo fees)
For the first fiscal year, co-owners must generally pay their dues to the syndicate, calculated according to the budget adopted by the Interim director after the publication of the declaration of co-ownership. This payment is usually made in monthly payment due on the first day of each month.
A matter of ethics
The inteirm director is subject to articles 321 to 326 of the Civil Code of Québec, which outline the obligations of directors of legal persons. These provisions require the director to act:
The syndicate is a distinct legal entity, separate from the developer. The interim director has both a moral and legal duty to ensure a neutral, rigorous, and transparent administration.
Potential abuses
Some practices may betray the director’s duty of impartiality. For instance:
Civil liability of the interim director
Such practices compromise the integrity of the co-ownership and may lead to litigation, or even to the personal liability of the interim director. The latter enjoys no immunity if a fault is committed in the performance of his duties. In Syndicat de copropriété de Villa du Golf c. Leclerc, 2015 QCCA 366, the Quebec Court of Appeal confirmed that the interim director of a syndicate, even if also acting as the developer, may incur personal civil liability when acting to the detriment of the syndicate’s interests. In that case, Ghislain Leclerc, acting both as director of the developer company and as the interim directorof the syndicate, authorized inadequate repair work despite expert reports recommending more substantial interventions. The Court found that “he failed to act with prudence, diligence, honesty and loyalty toward the Syndicate and, therefore, toward the co-owners” (para. 75). As a result, he was held jointly liable with 9133-8434 Québec inc. and ordered to pay $844,628.67 to the syndicate, with interest and additional indemnity. This decision clearly illustrates that an interim administrator who commits extra-contractual faults, particularly in a conflict-of-interest context, may be held personally liable under articles 1457 and 321 to 326 of the Civil Code of Québec.
WHAT YOU SHOULD KNOW! Even though the interim director is appointed by the developer, they act as the legal representative of the syndicate. They are therefore required to manage in the collective interest of all co-owners—current and future.
WHAT TO KEEP IN MIND: The obligation to convene an annual general meeting is non-negotiable. It ensures transparency, validates financial statements, and maintains democratic dialogue with the administration—even during the transitional phase.
WARNING! Conflicts of interest are common during this stage. A transitional director who acts to shield the developer or shifts the developer’s responsibilities onto the syndicate exposes the syndicate to losses—and themselves to potential legal consequences.
