The syndicate certificate is a document signed by the board of directors. Three distinct questions: who prepares it, who signs it, and who carries legal liability. The answers follow article 1068.1 of the Civil Code of Québec and each syndicate's declaration of co-ownership.
The board prepares the certificate
The board of directors — elected by the co-owners' assembly — is responsible for producing the certificate. The board gathers the eight categories of information set by article 10 of the regulation adopted under decree 991-2025 (contingency fund, contributions over 3 years, liquidity, surplus/deficit, budget, insurance and self-insurance, inspections and claims, recent and planned work, ongoing litigation, amendments to the declaration), validates their accuracy, and adopts the document.
In practice, a board member — often the secretary or treasurer — coordinates the preparation, drawing on the syndicate's financial statements, recent meeting minutes, the contingency fund study, the maintenance logbook, and current insurance policies.
The board president signs the certificate
The signature commits the syndicate. General rule:
- If the declaration of co-ownership specifies signing authority (e.g., "the president may sign certificates alone"), follow it.
- Otherwise, two directors sign jointly — typically the president and secretary, or president and treasurer.
A certificate signed by a single director without explicit authorization can be challenged by the buyer or their notary. Verify your declaration before each sale.
The manager's role (if there is one)
A syndicate assisted by a manager can delegate the physical preparation of the certificate to that manager. It's even common practice — the manager knows the numbers and has the documents at hand.
However:
- The manager cannot sign alone. The signature remains the board's.
- The board must review and approve the contents before signature, ideally via a resolution recorded in the minutes of the next meeting.
- The manager remains bound by their truthfulness obligation to the syndicate — an incorrect certificate prepared by them can engage their contractual liability to the syndicate.
Special case: no board in place
Some small co-ownerships or co-ownerships in transition operate temporarily without an elected board. In that case:
- No valid certificate can be issued until the board is reconstituted.
- The syndicate must convene an extraordinary assembly of co-owners to elect an interim board.
- The new board then produces the certificate, mentioning the transitional situation if it's recent.
A sale cannot progress without a certificate — the buyer's notary will require it.
Legal liability of the signature
Signing a certificate commits the syndicate and the signing directors personally, to the extent that:
- The contents are factual and not speculative.
- Any knowing omission of a known fact (litigation, non-compliance, structural defect) can justify a civil liability claim.
- Directors' & Officers' (D&O) insurance covers good-faith errors but generally doesn't cover knowingly false or incomplete declarations.
That's why the board signs only after verification: fund study in hand, recent assembly minutes consulted, insurance policies reviewed, and — if any doubt remains — a notary or attorney consulted.
Practical recommendation
Adopt at the start of a term a standard resolution specifying:
- Who prepares the certificate (typically the manager or a designated director).
- Who reviews (the full board, or a two-director committee).
- Who signs (per declaration, or failing that, president + secretary).
- The internal deadline for production (typically 7 days after the request, to respect the legal 15-day deadline).
This resolution avoids ambiguity at every sale request and speeds up production.