Co-ownership Share Units: When the General Meeting Becomes Void Due to Lack of Justification

Imagine you own an apartment in a residence in the heights of Cagnes-sur-Mer, with a view of the Mediterranean. You receive the notice for the annual general meeting of your co-ownership. On the agenda: a vote on facade renovation works for €150,000, election of the managing agent (co-ownership manager), and revision of the co-ownership regulations (document organising communal life). You attend, you vote according to your share units (co-ownership shares allocated to your lot), and the decisions are adopted. But here's the thing: what if these share units, on which all votes are based, were not justified? What if their allocation was contestable?

This question is not theoretical. It arises daily in hundreds of co-ownerships on the Côte d'Azur, from Nice to Grasse. Owners, tenants, managing agents: all are affected by the validity of decisions taken at general meetings. Because if share units are not established reliably, the entire co-ownership democracy falters.

The decision of the Cour de cassation (French Supreme Court) of 5 November 2015, number 14-21.846, provides a clear answer to this question. It reminds us of a fundamental principle: the general meeting held in the absence of justification of an allocation of co-ownership share units opposable to co-owners must be annulled. In other words, no valid vote without solid share units. But what exactly does this change for you, an owner in Nice or a tenant in Cagnes-sur-Mer? This is what we will break down together.

The Facts: A Story That Happens Every Day

The story begins in a co-ownership in a provincial town, but it could just as well have taken place in Cagnes-sur-Mer or in central Nice. Mr. Dupont, owner of an apartment in a 1970s building, participates in the annual general meeting. Among the co-owners is the civil partnership Cema, which holds several lots in the building. During the vote on an important resolution – say, works to bring the lift up to standard for €80,000 – the share units of the Cema partnership are taken into account. The resolution is adopted by a narrow majority.

But Mr. Dupont has doubts. He consults the descriptive schedule of division (document allocating share units between lots) and notices that the allocation of share units attributed to the Cema partnership does not seem justified. How were these share units calculated? On what basis? Are they proportional to the relative value of each lot, as required by law? Mr. Dupont does not know, and no document allows him to verify.

He then decides to contest the validity of the general meeting. He files a claim with the tribunal judiciaire (judicial court), arguing that the share units of the Cema partnership, used for the vote, were not opposable (i.e., they could not be invoked against him) due to lack of justification. The court rules in his favour at first instance, annulling the general meeting. The Cema partnership appeals, but the cour d'appel (appeal court) confirms the annulment. The partnership then appeals to the Cour de cassation (Supreme Court), hoping to have the decision overturned. This is where the Cour de cassation intervenes, on 5 November 2015, to rule definitively.

undefined, I have encountered cases where co-owners in Grasse discovered, years after important votes, that the share units of certain lots were overvalued, giving disproportionate weight to a few owners in decisions. These situations create lasting tensions and call into question works already completed.

The Court's Reasoning – Broken Down

The Cour de cassation, in its judgment, reminds us of an essential principle of co-ownership law. It relies on Article 8 of the Law of 10 July 1965 (foundational text of co-ownership), which provides that co-ownership share units are fixed in the descriptive schedule of division and serve as the basis for votes at general meetings. But it goes further: it requires that this allocation be justified and opposable to co-owners.

What does "justified" mean? It means that share units must be based on objective criteria, generally the relative value of each lot compared to the whole building. For example, a 100 m² apartment with a terrace in Nice will have more share units than a 30 m² studio without a view. This justification must appear in the descriptive schedule of division or in annex documents. If it is absent, the share units are considered arbitrary.

And "opposable"? This means that each co-owner must be able to know and contest the allocation of share units. In short, you cannot be subjected to votes based on share units that you cannot verify. The Cour de cassation emphasises that the minutes of the general meeting are presumed valid until proven otherwise, but this presumption of validity falls away if the share units themselves are not established in a regular manner.

In this case, the Court confirmed the lower courts (tribunal and cour d'appel): since the share units of the Cema partnership were not justified in an opposable manner, their use for the vote tainted the entire general meeting. This is not a major evolution in case law, but rather a firm confirmation of an already established principle. The arguments of the Cema partnership – which invoked good faith and the long-standing use of these share units – did not convince the judges. However, note: the decision does not call into question the concept of share units itself, but simply demands their transparency.

What This Changes for You – Practically

If you are a co-owner, this decision gives you a powerful tool to defend your rights. Imagine: you live in an apartment in Nice, and at a general meeting, a resolution is adopted to install collective air conditioning financed by an increase in charges of €200 per lot. You vote against, but the partnership that holds three lots in the building tips the vote thanks to its share units. If these share units are not justified, you can request the annulment of the general meeting within two months of receiving the minutes. Practically, this means that the decision on air conditioning becomes void, and the charges cannot be demanded.

For tenants, the issue is indirect but real. If your owner's share units are called into question, this can affect their ability to vote on works that will impact your daily life, such as renovations of common areas. In a case in Cagnes-sur-Mer, a tenant saw their rent increase after works voted on based on contested share units; the annulment of the meeting allowed this increase to be blocked.

Real estate professionals – managing agents, developers, estate agents – must also take note. A managing agent who organises a general meeting without verifying the justification of share units exposes themselves to legal challenges. For a developer selling lots in a new co-ownership in Grasse, it is crucial to establish a clear and justified descriptive schedule of division, under penalty of seeing the first meetings annulled. What few people know is that annulment can have retroactive effect: all decisions taken at that meeting fall away, including the election of the managing agent or approval of accounts.

If you are in this situation, you must act quickly: consult a lawyer specialised in this area within two months of the general meeting to assess the validity of the share units. The costs of an annulment procedure vary, but count between €1,500 and €3,000 in legal fees, depending on complexity. Conversely, not acting can cost you much more, with binding decisions based on skewed votes.

Four Tips to Avoid This Type of Dispute

• Systematically check the descriptive schedule of division before buying a lot. Ask your notary or lawyer to verify that share units are justified by objective criteria (surface area, amenities, floor). In a co-ownership in Nice, I saw a buyer discover after acquisition that their share units were undervalued, depriving them of weight in votes.
• Demand communication of supporting documents for share units at general meetings. If you have doubts, ask the managing agent to produce the calculations or allocation bases. A simple "it's always been like that" is not enough.
• Have the descriptive schedule of division updated if works modify the value of lots. For example, if you add a terrace to your apartment in Cagnes-sur-Mer, your share units should be revised. This avoids future disputes.
• Consult a specialised lawyer as soon as a vote seems based on dubious share units. Early consultation (like the one I offer at €45 for 30 minutes) can save you a long and costly procedure. I have assisted co-owners in Grasse who, by acting quickly, obtained an amicable regularisation without going to court.

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Deep Dive: Related Case Law and Developments

This decision fits into a consistent line of case law. Already, in a judgment of the Cour de cassation of 7 May 2014 (No. 13-15.123), the judges had annulled a general meeting because the share units were not proportional to the value of the lots. They reminded that Article 8 of the 1965 Law imposes this proportionality. The 2015 decision reinforces this requirement by adding the notion of opposability: not only must share units be fair, but their justification must be accessible and contestable by all.

However, there are divergent decisions on points of detail. For example, some tribunals have considered that slightly inaccurate share units did not justify annulment of the meeting if the error did not influence the vote outcome. But the general trend is clear: courts are becoming stricter on transparency of share units. For the future, this means co-ownerships will need to carefully document their allocations, under penalty of seeing their decisions weakened. In Nice and throughout the Grasse jurisdiction, I observe that managing agents are starting to be more vigilant on this point, anticipating challenges.

Key Points to Remember

Here is a checklist of what to do if you face a share units issue:

1. Check the justification of share units: Consult the descriptive schedule of division and ask for calculations if they are not included. Without written and objective justification, share units are contestable.
2. Monitor deadlines: You have two months from receipt of the general meeting minutes to take action for annulment. After this deadline, it will be too late, except in exceptional cases.
3. Assess the impact: Annulment of a general meeting leads to nullity of all its decisions (works, elections, budgets). Weigh the consequences before acting.
4. Consult a professional: A specialised lawyer can help you analyse the situation and choose the best strategy, whether legal action or amicable negotiation.
5. Anticipate when buying: Before buying a lot, have the share units checked by your notary. This will avoid unpleasant surprises after signing.

How to react if you discover a problem? Don't panic. Gather the documents (notice, minutes, descriptive schedule) and book an appointment with a lawyer for an initial analysis. Often, a formal demand letter to the managing agent is enough to obtain regularisation.

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