Amending a declaration of co-ownership requires contacting the appropriate decision-making body of the syndicate, otherwise it will be null and void. This operation, well regulated by the Civil Code of Quebec, varies depending on the nature of the proposed modification. It must be authorized by the general meeting of co-owners, in the vast majority of cases, or exceptionally by the board of directors. The Civil Code of Quebec strictly regulates this authority, depending on the nature of the proposed modification. Before taking such a step, it is therefore important to fully understand the applicable rules.
The general meeting of co-owners: the primary authority
The general rule is that any amendment to the declaration of co-ownership—whether the constituting act of co-ownership, the building by-laws, or the description of the fractions—falls under the exclusive jurisdiction of the general meeting of co-owners.
This rule is based on the contractual nature of the declaration, which was originally signed by all the co-owners and is binding upon its publication in the Land Register. Articles 1096, 1097, and 1098 of the Civil Code of Québec specify the applicable terms:
The same applies to correcting a material error, regardless of the section concerned: a vote at the meeting is required (art. 1096 C.C.Q.).
The board of directors: a strictly controlled power
Until 2020, some people wrongly believed that the board of directors could amend the building's by-laws itself, without going through a meeting of co-owners.
To put an end to this ambiguity, the legislature expressly intervened on January 10, 2020, by amending article 1096 C.C.Q. Since this reform, the law has been clear: only the meeting of co-owners has the power to amend the building's by-laws.
That being said, a nuance is necessary: the board of directors may adopt management regulations or directives (art. 335 of the Civil Code of Quebec), but these acts cannot have the effect of formally amending the building's regulations. The line between management directives and regulatory amendments can, however, be confusing.
Exceptional cases
There is a notable exception to the general meeting's decision-making power. Article 1100 of the Civil Code of Quebec allows co-owners of adjoining fractions to request a change in the boundaries of their private portions without calling a general meeting.
In this case, the following conditions must be met:
The board of directors then adopts a resolution authorizing the change. A notarial act must be signed and published in the Land Register, but without a vote at the general meeting.
Individual consent of certain co-owners
Although the declaration of co-ownership can be amended by a vote at the general meeting, sometimes certain amendments specifically target one or more co-owners. In these cases, the law requires not only compliance with the required majorities, but also the express consent of the co-owners concerned.
This is provided for in Article 1102 of the Civil Code of Québec, which renders ineffective any decision of the syndicate that would impose on a co-owner, against their will:
In other words, no co-owner can be forced to accept an amendment that would have a direct impact on their individual rights, unless they expressly consent.
Furthermore, Article 1056 of the Civil Code of Quebec reiterates that the declaration of co-ownership—and, consequently, any amendments made to it—cannot restrict the rights of co-owners, unless such a restriction is justified by the purpose, characteristics, or location of the building.
Thus, the law protects the contractual balance between co-owners by imposing clear limits on collective decisions when they infringe on individual rights.
GOOD TO KNOW! Any clause in a declaration of co-ownership that grants the board of directors the power to amend it is deemed unwritten, even if it still appears in some older declarations of co-ownership.
KEEP IN MIND! Regardless of the section concerned, the general meeting of co-owners is the primary decision-making body for any amendments to the declaration.
WARNING! Even a simple correction of a material error must be subject to a vote at the general meeting, by an absolute majority. This is not an administrative formality, but a collective decision governed by law.
Return to the sheet : Modifying a declaration of co-ownership
