Maximum number of proxies at a co-ownership general meeting

An investor holds six lots in a co-ownership of thirty-five dwellings. He arrives at the general meeting with five proxies signed by absent neighbours, and intends to influence the vote on the roof renovation. Must the property manager (syndic) accept these five proxies? Can the co-ownership council (conseil syndical) object? And if the vote passes thanks to these proxies, will the decision stand in the event of a challenge? The Act of 10 July 1965 strictly regulates the maximum number of proxies at a co-ownership general meeting, and a poorly managed excess may lead to the annulment of the resolutions voted. This article sets out the statutory ceiling, its exceptions, the prohibitions that add to it and the steps to take to secure a vote when one co-owner concentrates votes.

What the law says about proxies at general meetings

The central rule appears in Article 22 of Law No. 65-557 of 10 July 1965 establishing the status of co-ownership of built properties (copropriété). It is supplemented by Decree No. 67-223 of 17 March 1967 for its practical arrangements (attendance sheet, form of proxy, conduct of the meeting). The full set of rules on convening, chairing and voting is presented in our complete guide to the co-ownership general meeting.

The principle of delegating the vote

An absent co-owner is not deprived of the right to vote: he or she may delegate it to a proxy of his or her choice. The proxy may be another co-owner, but also a person outside the co-ownership association (a spouse, a child, a friend, a professional). Article 22 expressly provides for this: the delegation is valid whether or not the latter is a member of the association.

The proxy, commonly called a "pouvoir", must be in writing. It may name the proxy holder or be left blank, in which case the chair of the meeting may not take it for himself or herself and must distribute it among the co-owners present according to the applicable rules. The proxy holder may, unless the proxy provides otherwise, sub-delegate to another person.

The ceiling of three proxies

The core of the rule fits in one sentence: each proxy holder may not receive more than three delegations of the vote. This is the proxy ceiling at co-ownership general meetings. In practical terms, a person present at the meeting may represent, in addition to himself or herself where applicable, no more than three absent co-owners.

This ceiling pursues a clear objective: preventing a handful of people from taking over the meeting by accumulating the proxies of indifferent or distant co-owners. Without this safeguard, a skilful proxy holder could have decisions binding the entire association adopted by a minority of genuinely involved participants.

The exception linked to the 10% voting threshold

The ceiling of three is not, however, absolute. Article 22 allows a derogation: a proxy holder may receive more than three delegations of the vote if the total of the votes he or she holds personally and those of his or her principals does not exceed 10% of the votes of the association.

The logic is arithmetical. In a large co-ownership, three proxies may carry very modest weight. The law then allows accumulation beyond three, as long as the concentration remains below one tenth of the total votes. Two situations arise:

• if the proxy holder holds three delegations or fewer, no percentage check is necessary, he or she is always within his or her rights;
• if he or she holds four or more, it must be verified that the sum of his or her own votes and those of his or her principals does not exceed 10% of the votes of the association.

An example illustrates the mechanism. In a co-ownership totalling 10,000 shares (tantièmes), a co-owner present who holds 300 shares may accumulate as many proxies as he or she wishes as long as the total (his or her 300 shares plus the shares of his or her principals) remains below 1,000 shares, that is 10%. As soon as he or she exceeds this threshold with more than three proxies, the excess delegations become irregular.

The prohibitions that add to the ceiling

The maximum number of proxies is not the only constraint. Two complementary rules deserve particular attention, because overlooking them weakens the meeting just as much.

The property manager and those close to him or her may not receive a proxy

Article 22 prohibits the property manager, his or her spouse, his or her partner bound to him or her by a civil solidarity pact (PACS), his or her ascendants and descendants and his or her employees (préposés), even if they are co-owners, from receiving a proxy to represent a co-owner. These same persons may not chair the general meeting either.

The aim is to avoid a conflict of interest: the property manager, whose accounts, contract and sometimes renewal are put to the vote, must not be able to steer the vote by collecting the proxies of absent co-owners. A proxy given to the property manager "to do what is best" is therefore void, and the property manager must refuse or redirect it. This prohibition is frequently relevant in practice, because co-owners spontaneously send their proxy to the property manager's firm, believing they are doing the right thing.

The reduction of the votes of the majority co-owner

Article 22 provides a second safeguard, this time on personal votes. Where a co-owner holds a share of the common parts exceeding one half, the number of votes he or she holds is reduced to the sum of the votes of the other co-owners. A multi-lot owner who holds, for example, 60% of the shares therefore does not vote at 60%, but at 40%, equal to the rest of the association.

This rule concerns the co-owner's own votes, as distinct from the proxies he or she receives. It operates alongside the proxy ceiling: a large investor can neither dictate the outcome by his or her own shares alone, nor circumvent this limit by accumulating the proxies of neighbours.

Multi-lot owners: distinguishing personal votes from proxies received

This point is decisive for investors holding several lots, and a recurring source of confusion. The votes attached to the lots one owns are not "proxies" and do not count towards the three-proxy limit.

An investor who owns six apartments votes personally for all the shares of his or her six lots: these are his or her votes, whatever their number (subject to the cap at one half described above). If, however, he or she also represents absent co-owners, these representations count as proxies and remain subject to the ceiling of three, unless the 10% threshold applies.

In other words, the proxy ceiling concerns the representation of others, not the ownership of several lots. A multi-lot owner is therefore never prevented from voting in respect of his or her own property; he or she is prevented only if he or she seeks to concentrate the proxies of other co-owners beyond the statutory limits.

Why exceeding the ceiling threatens the validity of the meeting

This is where the stakes become strategic for property managers and co-ownership councils. A vote carried thanks to irregular proxies is not secure.

The risk of annulment of decisions

Where delegations of the vote exceed the statutory ceiling, the corresponding votes are irregular. If these votes were counted and could have influenced the outcome of a resolution, that resolution is exposed to annulment of the general meeting decision. The courts generally assess whether the irregularity was capable of changing the direction of the vote: a resolution adopted by a large majority, whose fate would not have changed even if the disputed votes were removed, withstands challenge better than a resolution passed narrowly thanks to the excess proxies.

Prudence dictates never betting on this case-by-case assessment. A close vote, adopted thanks to a proxy holder accumulating five or six proxies beyond the 10% threshold, offers an ideal ground of challenge to a dissatisfied co-owner. The annulled decision may concern a budget, approved works, the choice of a service provider or even the renewal of the property manager, with the practical and financial consequences that this entails.

The time limit to challenge

The action to challenge is governed by Article 42 of the Act of 10 July 1965. Dissenting or absent co-owners (those who voted against or who were absent and not represented) have two months to bring the matter before the judicial court (tribunal judiciaire), from notification of the minutes of the meeting. After that period, the decision becomes final and the irregularity relating to proxies can no longer be relied on to call it into question. The fate of a decision not challenged within this period and the limitation period for its enforcement are examined in our article on the period of validity of a general meeting decision.

This two-month period is a guillotine: it makes upstream control on the day of the meeting all the more important, rather than an illusory regularisation after the event.

How to secure the vote when a co-owner concentrates proxies

Responsibility for control rests first on the property manager, who prepares the attendance sheet and assists the chair of the meeting, then on the co-ownership council, the natural watchdog of collective interests. Several steps limit the risk of annulment.

First, check each proxy at signing-in. The attendance sheet, provided for by the Decree of 17 March 1967, must indicate for each co-owner present or represented the name of the proxy holder and the number of votes. It is the reference document in the event of a dispute. A proxy without a signature, illegible or given to a prohibited person (the property manager or his or her relatives) must be set aside as soon as the meeting opens.

Next, count the proxies per proxy holder before voting opens. As soon as a person arrives with more than three proxies, calculating the 10% threshold is required. The property manager must have the total votes of the association and the shares of each principal to decide immediately. Excess delegations must not be counted.

The chair of the meeting and the scrutineers then play a cross-checking role, on a logic close to the four-eyes rule: the distribution of blank proxies, the counting of votes and the verification of the ceiling are best carried out by several people, including a member of the co-ownership council. This double check discourages later challenges.

Finally, postal voting offers a useful alternative for defusing the concentration of proxies. Since Law No. 2018-1021 of 23 November 2018 known as the ELAN Act and Article 17-1 A of the 1965 Act, every co-owner may vote remotely by means of a form whose model is set by order. An absent co-owner who votes by post expresses his or her own choice resolution by resolution, without giving a proxy to a third party who might accumulate it. Encouraging this mode of participation mechanically reduces the number of proxies in circulation and the associated risk.

For the co-ownership council, anticipation remains the best protection. Identifying, before the meeting, the co-owners likely to gather many proxies (large investors, coordinated groups of landlords) makes it possible to prepare the 10% threshold check and alert the chair of the meeting. Precise minutes, recording the proxies set aside and the reasons, complete this safeguard. The assistance and oversight missions of the property manager entrusted to this body are detailed in our article on the election and role of the co-ownership council.

Conclusion

The maximum number of proxies at a co-ownership general meeting is not an administrative formality: it is a substantive rule on which the very validity of the decisions voted depends. No more than three proxies per proxy holder, a possible derogation below the 10% threshold of the association's votes, a strict prohibition on the property manager and those close to him or her receiving proxies, a cap on the votes of the majority co-owner: this set of rules has a single objective, to prevent the meeting from being taken over by an organised minority.

The position is clear: a rigorous and sometimes uncomfortable check on the day of the meeting is better than a dispute two months later and the annulment of a key resolution. Property managers and co-ownership councils have every interest in treating the counting of proxies as a systematic control point, and not as a last-minute check. Before each sensitive meeting, have the property manager prepare a forecast of the proxies expected and the voting weight of each potential proxy holder, and favour postal voting for distant co-owners.

Frequently asked questions

How many proxies may a co-owner hold at a general meeting?

Three at most, under Article 22 of Law No. 65-557 of 10 July 1965. A single proxy holder may not receive more than three delegations of the vote. He or she may nevertheless accumulate more if the total of his or her own votes and those of his or her principals does not exceed 10% of the votes of the association. Below four proxies, the percentage need not be verified.

What happens if a proxy holder exceeds the ceiling of three proxies?

The excess delegations, where the 10% threshold is also exceeded, are irregular and must not be counted. The property manager and the chair of the meeting must set them aside before the votes. If these votes are nevertheless taken into account and influence the outcome of a resolution, it may be annulled by the judicial court. The attendance sheet must accurately reflect the number of proxies held by each proxy holder.

Can the property manager receive proxies from absent co-owners?

No. Article 22 of the 1965 Act prohibits the property manager, his or her spouse, his or her PACS partner, his or her ascendants and descendants and his or her employees from receiving a proxy to represent a co-owner, even if they are co-owners themselves. These persons may not chair the meeting either. A proxy addressed to the property manager's firm is therefore void and must be redirected to another proxy holder or replaced by a postal vote.

Is an investor who owns several lots limited by the ceiling of three proxies?

Not for his or her own lots. The votes attached to the lots he or she owns are not proxies and do not count towards the ceiling of three. He or she votes personally for all of his or her shares, subject to the rule that reduces his or her votes if he or she holds more than half of the common parts. The ceiling of three proxies concerns only the representation of absent third-party co-owners.

Is a blank proxy valid at a general meeting?

Yes, a proxy may be given without naming the proxy holder. In that case, the chair of the meeting may not take it for himself or herself: he or she must distribute these blank proxies among the co-owners present, in compliance with the ceiling of three proxies and the 10% threshold. This distribution must appear clearly on the attendance sheet to prevent any challenge.

Does exceeding the proxy ceiling lead to annulment of the whole meeting?

Not automatically. The irregularity first affects the resolutions whose vote may have been altered by the excess votes. The courts check whether removing the irregular proxies would have changed the direction of the vote. A resolution adopted by a large majority may stand, whereas a decision carried narrowly thanks to the disputed proxies is very exposed. Prudence requires never relying on this case-by-case assessment.

How can a general meeting decision voted with irregular proxies be challenged?

The dissenting or absent co-owner has two months to bring the matter before the judicial court, from notification of the minutes of the meeting, under Article 42 of the Act of 10 July 1965. After that period, the decision becomes final and the irregularity relating to proxies can no longer be raised. It is therefore essential to note any anomalies during the meeting itself and have them recorded in the minutes.