Although an amendment to the declaration of co-ownership must usually be adopted at a meeting of co-owners, the law allows, under certain strict conditions, that such an amendment be made without holding a meeting, by means of a written resolution. This alternative, provided for in article 354 of the Civil Code of Québec, helps to simplify the decision-making process, provided that unanimity is obtained. This is an exceptional mechanism that avoids the need to convene a meeting when all co-owners already agree. However, each must clearly express their consent in writing.
A strict unanimity requirement
For a resolution in writing to validly replace a meeting of co-owners and result in an amendment to the declaration of co-ownership, all co-owners entitled to vote must sign the proposed text. This is therefore not a majority vote, but a unanimous consent, expressed in writing.
This means that:
Each co-owner with voting rights must affix their signature to the resolution;
The resolution must be clearly drafted, without ambiguity, so that it is evident the signatories agree to the proposed amendment;
A single refusal or omission to sign renders the resolution invalid;
This rule applies even if the amendment could have been adopted by a lesser majority at a meeting.
Who is entitled to vote?
Only persons entitled to vote may sign a written resolution. This includes:
Co-owners who are in good standing with their obligations (e.g., not in default of payment under article 1094 of the Civil Code of Québec);
A hypothecary creditor who has been granted voting rights, pursuant to article 1095 C.c.Q., where applicable;
A proxy holder (written mandate) of a co-owner, provided that a copy of the proxy is kept in the register.
Formal validity of the written resolution
To produce legal effects, the resolution in writing:
Must relate to a specific text, clearly expressing the object of the amendment to the declaration;
Must be signed by all co-owners entitled to vote — not just the majority required for an ordinary meeting;
May be signed on different dates, even on separate documents, provided the content is identical;
Must be recorded in the co-ownership register, just like the minutes of meetings.
Usefulness in small co-ownerships
The use of a resolution in writing is especially common and practical in small co-ownerships, where it may be simpler to obtain unanimous consent than to convene a formal meeting. This decision-making method can help avoid delays, costs, or complex procedures, particularly when the amendment is minor or consensual.
But beware: not suitable for every situation!
Certain sensitive decisions, or those likely to generate debate (ex. : changing the destination of the immovable, significantly altering rights), should be discussed at a meeting, even if they could theoretically be the subject of a written resolution. The use of this method must be guided by a concern for transparency and respect for the collective decision-making process.
GOOD TO KNOW! A written resolution remains valid even if the signatures are not collected at the same time or on a single document. What matters is that the text is identical and that all persons entitled to vote have signed it.
TO REMEMBER! In the context of amending the declaration of co-ownership, the written resolution is a powerful but demanding tool: it can only replace a meeting if unanimity is obtained and if the text is clear and precise.
CAUTION! A vague text, or one signed by only a majority, does not constitute a valid written resolution within the meaning of Article 354 C.C.Q. Such a practice may be challenged or even annulled in the event of a dispute.
Back to the factsheet Modifying a déclaration fo co-ownership
