Changing syndic is not an obstacle course, but it is a procedure: the majority required is demanding, and the item must be properly placed on the agenda. Here is how it unfolds.
The majority required
“Decisions concerning […] the appointment or removal of the syndic [the managing agent] and of the members of the conseil syndical [the co-owners’ supervisory board] are adopted only by a majority of the votes of all the co-owners.” (article 16 c) of the Law).
This is the absolute majority: it is calculated on all the votes, not on those present alone. In a condominium expressed in thousandths, more than 500 thousandths must therefore be gathered. Co-owners who are absent and unrepresented count mechanically against the resolution: in practice, gathering proxies is decisive.
If the absolute majority is not reached
The proposal is not lost. “Where no decision is taken under the majority conditions laid down in this article, a further general meeting shall decide under the conditions laid down in the preceding article” (article 16, final paragraph) — that is, by a simple majority of those present or represented (article 15).
And that second meeting can be convened quickly: if its agenda covers only questions already listed on the agenda of the previous one, the notice period may be reduced to eight days and the supporting papers need not be served again (article 11 of the Grand Ducal Regulation).
Getting the item onto the agenda
The meeting may validly deliberate only on questions listed on the agenda (article 6 of the Grand Ducal Regulation): getting it listed is therefore not optional. Three routes, depending on timing:
- Before the notice of meeting goes out: ask the syndic to list the question. This is the simplest route, and it allows the supporting papers to be enclosed.
- After the notice of meeting has been sent: within six days, one or more co-owners, or the supervisory board, serve on the person who convened the meeting the questions they wish to have listed; that person then serves a schedule of those questions at least five days before the meeting (article 4 of the Grand Ducal Regulation).
- By calling a meeting: notice must be given as a matter of right where the syndic is asked to do so by the supervisory board, or by one or more co-owners representing at least a quarter of the votes — and the regulations may set a lower number. The request, served on the syndic, states the questions to be listed (article 2 of the Grand Ducal Regulation).
Although the rules do not expressly require a draft resolution to be served for this particular item, enclose the draft resolution and the proposed syndic’s contract: it is in the co-owners’ interest, and it is what makes the vote possible, since the meeting must also fix the terms of remuneration and the arrangements for performing the mandate (article 19 of the Grand Ducal Regulation).
If the syndic fails to convene the meeting
The rules provide two successive fallbacks:
- the chair of the supervisory board may validly convene the meeting, once a formal demand served on the syndic has gone unanswered for more than eight days (article 2 of the Grand Ducal Regulation);
- where there is no supervisory board, or where its chair does not convene the meeting, any co-owner may apply in summary proceedings to the president of the district court for authority to be given to a co-owner or to a court-appointed representative to convene the meeting, and to chair it. A formal demand that has gone unanswered for more than eight days, addressed to the syndic and where applicable to the chair of the supervisory board, must precede the application, failing which it is inadmissible (article 30 of the Grand Ducal Regulation).
Removal during the term of office
It is voted by the same absolute majority (article 16 c)). In addition, “its powers are revoked in the manner in which it was appointed”, by the co-owners’ association or by order of the president of the district court where the appointment was a judicial one (article 20). Finally, your syndic’s contract may lay down its own terms as to termination, notice and compensation: read it before voting, because it governs the relationship between the parties.
Where the syndic is prevented from acting, or fails to carry out its duties, any interested party may — after a formal demand has gone unanswered for fifteen days — apply to the president of the district court to entrust all or part of those duties, for a fixed period, either to a member of the supervisory board or to a provisional administrator. The president decides as in summary proceedings (article 22 of the Law). This route does not require waiting for a general meeting.
Talking to us beforehand
If your supervisory board is considering a change, we can provide you with a study of your condominium and a detailed proposal, and set out the timetable to follow so that the resolution is validly voted. The study is free and carries no obligation.
General information on Luxembourg condominium law (the amended Law of 16 May 1975 and the Grand Ducal Regulation of 13 June 1975, in their consolidated version applicable as at 1 August 2023). Your own règlement de copropriété may lay down specific rules, which prevail within the limits set by the law. This content is not legal advice.