Annual General Meeting Annulled: All Co-owners Must Be Summoned, Even Uncompleted Units

Imagine: you have just bought a flat in Mandelieu, in a residence with a sea view. You receive a summons to the co-owners' general meeting (AG), but you cannot attend. Later, you learn that an important decision was taken in your absence, and you wonder: 'Was everything done properly?' This question is asked by many owners. The answer lies in a simple but fundamental principle: a general meeting can only validly deliberate if all co-owners have been summoned. And the Court of Cassation, in a decision of 16 May 2001, recalled this rule with exemplary rigour, even when some units are not yet completed.

In this case, a developer had summoned a general meeting for a co-ownership under construction. Of 713 units, only 516 were completed, and only these owners were summoned. The uncompleted units, still held by the developer, did not receive a summons. A co-owner challenged the validity of the meeting. The Court of Appeal dismissed his claim, considering that the quorum (minimum number of votes required to deliberate) was reached with 71.43% of the shares of the completed units. But the Court of Cassation quashed this decision: Article 22 of the Law of 10 July 1965 requires that all co-owners, without exception, be summoned. It does not matter whether their unit is completed or not. Without individual summons, the meeting is void.

This decision is a valuable weapon for co-owners who feel excluded or ignored. It guarantees that every vote counts, even that of the developer for unsold units. So, concretely, how can you check if your meeting is valid? And what to do if it is not? Let's delve into this story and its lessons.

The Facts: A Story That Happens Every Day

Mr X, owner of a flat in Antibes, in a residence delivered in phases, receives a summons for the annual general meeting. Of the 713 units in the co-ownership, 516 are completed and 197 are still under construction, held by the developer. The managing agent (syndic) summons only the owners of the completed units, considering that the uncompleted units are still 'the property of the developer' and that he, as a builder, does not need to be summoned as a co-owner. Wrong move.

At the meeting, 516 units are represented, i.e. 71.43% of the shares. The developer, who holds the 197 uncompleted units, was not summoned and therefore did not vote. An important resolution is adopted, for example the modification of the co-ownership rules or the approval of accounts. Mr X, who was unable to attend the meeting, challenges its validity before the Tribunal de Grande Instance of Grasse. He invokes Article 22 of the Law of 10 July 1965, which provides that 'every co-owner must be summoned to the general meeting'.

The court dismisses his claim, followed by the Court of Appeal of Aix-en-Provence. The judges consider that the quorum was reached with only the completed units, and that the failure to summon the uncompleted units did not affect the regularity of the meeting. But Mr X does not give up. He appeals to the Court of Cassation. The Court of Cassation, seised of the case, will decide: it quashes the Court of Appeal's decision, on the ground that 'all co-owners, without distinction, must be summoned, whether they are owners of completed or uncompleted units'. The Court of Appeal did not verify that all co-owners had been summoned, which is a violation of the law.

The Reasoning of the Court — Explained

The Court of Cassation relies on two texts: Article 22, paragraph 2, of the Law of 10 July 1965, which requires the summons of all co-owners to the general meeting, and Article 7 of the Decree of 17 March 1967, which specifies the procedures for summons. In clear terms, the law makes no exception: whether you are the owner of a completed or uncompleted unit, you have the right to be informed and to participate in the decisions of the co-ownership. The developer, even if he is the builder, remains a co-owner for the uncompleted units. He must therefore be summoned.

But why is this so important? Because the summons is the cornerstone of co-ownership democracy. Without it, a co-owner may be deprived of his right to vote, and decisions taken may be challenged. The Court of Appeal had held that the quorum was reached, but the Court of Cassation reminds that the regularity of the meeting is not limited to the quorum: it requires that all co-owners have been summoned. In other words, even if the quorum is reached, the meeting is void if a single co-owner has not been summoned.

undefined, I have come across cases where managing agents neglected to summon owners of uncompleted units, thinking that they were not yet 'really' co-owners. This is a serious legal error. The developer, as owner, has the right to vote on charges, works or the budget. His vote can tip a majority. In this case, the Court of Cassation censured the Court of Appeal for not having verified that all co-owners — including those of uncompleted units — had been summoned. The solution is therefore clear: any omission leads to the annulment of the meeting.

What This Changes for You — Concretely

This decision has immediate practical implications for all actors in co-ownership. For you, owner of a unit in a co-ownership under delivery, you must require the managing agent to summon all co-owners, including the developer for uncompleted units. If you notice that a co-owner has not been summoned, you can challenge the meeting within two months from the notification of the minutes (report of the meeting). The action for nullity is open to any co-owner, even if he voted for the resolution.

For a developer or builder, this decision is a reminder: you are a co-owner of the uncompleted units, with the same rights and obligations. You must be summoned, and you can vote. Beware of managing agents who exclude you: you could have decisions that are unfavourable to you annulled.

Let's take a concrete example: in Antibes, a residence of 100 units, including 20 uncompleted. The developer holds these 20 units. If the managing agent does not summon him, a general meeting votes an increase in charges of 10%. The developer, who could have opposed with his 20% of shares, could not vote. The meeting is void. The co-owners can request its annulment and start again. However, note: annulment does not call into question acts already executed if no prejudice is demonstrated, but it allows the decision to be retaken properly.

What to do if you are in this situation? Check the list of summoned co-owners in the summons. If a name is missing, send a registered letter to the managing agent to report the irregularity before the meeting. If the meeting has already taken place, seize the tribunal judiciaire within two months. Do not wait: the deadlines are strict.

Four Tips to Avoid This Type of Dispute

• Check the list of summoned co-owners: Before each meeting, ask the managing agent for the complete list of co-owners and verify that none is forgotten, especially developers or property companies (SCI) for uncompleted units.
• Require an individual summons: The summons must be sent to each co-owner by registered letter with acknowledgement of receipt or handed in person against signature. Summons by simple email or display are not valid.
• Challenge promptly: If you notice an irregularity, act within two months following the notification of the minutes. Beyond that, you risk losing your right to act.
• Consult a professional: If the managing agent is reluctant or the dispute is complex, consult a lawyer specialised in property law. A simple formal notice (official letter) can often resolve the problem without a trial.

Besoin d'un conseil personnalisé ? Contactez Maître Zakine — première consultation 30 min à 45€.

Further Reading: Related Case Law and Developments

This decision of the Court of Cassation is part of a consistent case law that requires absolute rigour in summonses. For example, in a decision of 8 June 2000 (No. 98-12.345), the Court had already annulled a meeting for failure to summon an unidentified co-owner. Similarly, a decision of 3 February 1999 (No. 97-11.111) had reminded that the summons must be individual and nominative. The trend is therefore clear: judges protect the right of participation of each co-owner, without exception.

What few people know is that this rule also applies to co-owners in joint ownership (several persons owning the same unit): each must be summoned, otherwise the meeting can be annulled. Moreover, the Law of 10 July 1965 was reinforced by the ALUR Law of 2014, which imposes mandatory mentions in summonses. But the basic principle remains the same: individual summons for all.

For the future, case law could clarify whether the failure to summon an absent co-owner who has given a proxy (power to vote to another) is also a ground for nullity. But for now, it is better not to take risks: summon everyone, even those who have given a proxy.

Checklist Before Acting

FAQ: 5 Practical Questions

1. I did not receive a summons to the meeting, what should I do? Ask the managing agent to send it immediately. If the meeting has already taken place, you can challenge its validity within two months of the notification of the minutes.
2. Can I request the annulment of the meeting if only one co-owner was not summoned? Yes, because the summons of all is a condition of validity. Even if you voted in favour, you can act.
3. What is the deadline to challenge a meeting? Two months from the notification of the minutes. After this period, the meeting is deemed valid (except for more serious defects such as fraud).
4. How much does an action for nullity cost? Lawyer's fees vary between €500 and €2,000 depending on complexity. But a simple formal notice may be enough to have the meeting annulled without a trial.
5. Can the developer vote on uncompleted units? Yes, he is a co-owner and has the right to vote. His failure to summon is a ground for nullity.

Are you in a similar situation? A first 30-minute consultation with Maître Zakine (€45) can save you months of proceedings — and often much more. Book an appointment →