Outgoing Condo Manager: Recovering the Syndicate's Records

Quick answer: in Quebec, a management company that administered a condo syndicate must, on leaving, render account and hand over everything it received in the performance of its duties (articles 1366 and 2184 CCQ). It may retain something only if sums are owed to it, and only until they are paid (articles 1369 and 2185 CCQ).

The scenario comes up regularly in Quebec co-owner groups. A new board wants to take things back in hand, the management company ends the contract, and the records trickle in, incomplete, while emails go unanswered. Sometimes it is a former president who refuses to hand over the syndicate's email account, because it was opened in their own name.

This article answers the three questions those boards ask: what must the departing party hand over, what may it lawfully keep, and what can the syndicate do about it? It assumes a co-ownership with a single syndicate. In a phased co-ownership, each syndicate is a separate legal person that keeps its own register, and a firm managing several of them must return to each what belongs to it.

The records belong to the syndicate, not the manager

The duty to keep the register rests on the syndicate itself. Article 1070 CCQ provides that the syndicate keeps a register available to the co-owners, and lists what it contains, including: the name and mailing address of each co-owner, the minutes of co-owners' meetings and board meetings, written resolutions, the by-laws of the immovable, the financial statements, the declaration of co-ownership, copies of contracts to which the syndicate is a party, the cadastral plan, the plans and specifications, the certificates of location if available, the maintenance logbook, the contingency fund study, and all other documents and information relating to the building and the syndicate.

The Code does not use the word "owner" for these records. It does something simpler: it places the duty to keep them on the syndicate, and requires that co-owners be able to consult them in the presence of a director or a person designated by the board (article 1070.1 CCQ). A management company that holds the register therefore holds it on the syndicate's behalf. The day its contract ends, the syndicate still owes its obligations to the co-owners, and it cannot meet them without its records.

What the law requires of the departing company

The Civil Code addresses the manager directly. Under article 1085 CCQ, the day-to-day administration of the syndicate may be entrusted to a manager, who acts as an administrator of the property of others charged with simple administration. The rules on administering the property of others then apply, and two of them govern the end of the contract.

Render a final account. At the end of the administration, the administrator renders an account detailed enough to verify its accuracy, and the books and supporting documents relating to the administration may be consulted by the interested parties (article 1363 CCQ).
Hand everything over. The administrator must hand over everything received in the performance of their duties (article 1366 CCQ).

Depending on how the management contract is written, the rules on mandate may also apply. They say the same thing: at the end of the mandate, the mandatary must render account and hand over to the mandator everything received in the performance of their duties (article 2184 CCQ). They add that when the mandate ends, the mandatary must still do whatever cannot be deferred without risk of loss (article 2182 CCQ). An insurance policy up for renewal or a supplier payment falling due during the transition may fit that category.

When the company is the one ending the contract. A mandatary may renounce the mandate. It is entitled to the remuneration earned up to that day, but it must repair the harm caused by a renunciation made without a serious reason and at an inopportune time (article 2178 CCQ). A firm that leaves overnight, leaving the syndicate without the records it needs to operate, may have to answer for it.

Reread your management contract as well. It may provide for notice, a deadline to hand over the records or an export format, and those clauses apply on top of the Code.

The right of retention: what the company may actually keep

You often read that a management company may keep everything as long as an invoice is unpaid. The Code is narrower than that.

Situation	What the Code says
Manager, administrator of the property of others	May retain the administered property until payment of what is owed to them (article 1369 CCQ).
Mandatary	May retain what the mandator entrusted for the performance of the mandate, until payment of the sums owed to them (article 2185 CCQ).
General rule	Retention requires a claim that is due and closely connected with the property held (article 1592 CCQ).

Three practical consequences follow.

No sum owed, no retention. The right of retention secures payment of a sum. A disagreement over the quality of service does not, on its own, create a sum owed.
Retention does not cover everything. Under the mandate rules, it covers what the syndicate entrusted to the firm, not everything the firm holds.
It lasts only until payment. Paying what is genuinely owed removes the ground for retention that the Code provides. If an invoice is partly disputed, paying the undisputed part brings the dispute down to its real size; have a lawyer validate that approach before withholding any payment.

The company may also deduct what it is owed from the syndicate's money it has to hand over (articles 1369 and 2185 CCQ, first paragraph). That right of deduction applies to money, not to records.

What the Code does not settle. No article says whether the right of retention can be exercised over records the syndicate is legally required to keep available to the co-owners. If a firm invokes retention to keep the register itself, that is the moment to consult a lawyer rather than settle the question among directors.

The syndicate's remedies, in order

1. List what is missing

Start from article 1070: it is the list the law requires the syndicate to keep, so it is the minimum to claim. Add what the syndicate needs to operate day to day:

the accounting books, bank statements and supporting documents for the current and previous fiscal years;
current supplier contracts, insurance policies and quotes received;
the list of co-owners and their contact details;
keys, access cards, codes and access to online accounts opened in the syndicate's name;
certificates issued in the syndicate's name and pending requests.

A written, dated and specific list beats a request for "all our records". It makes each gap visible, item by item.

2. Send a written request, then a formal demand

Start with a written request that attaches the list and sets a date. Have it adopted by board resolution, so that it clearly binds the syndicate.

If nothing comes back, send a formal demand (mise en demeure). It must be made in writing and must give the debtor enough time to perform (article 1595 CCQ). Name the articles the request relies on, ask for the final account as well as the records, and keep proof of delivery. It is the least expensive step, and it documents the request if the matter goes further.

3. Pay what is genuinely owed

If the firm points to an unpaid invoice, check it. Paying what is owed removes the ground for retention the Code provides, and only the obligation to hand over remains.

4. Go to court

If the formal demand has no effect, the creditor may, where the case allows it, ask that the debtor be forced to perform the obligation in kind (article 1601 CCQ). An account that cannot be rendered amicably is rendered in court (article 1364 CCQ). To obtain an order to hand over records, the route is the injunction, a Superior Court order that can require a person to perform a specified act (article 509 of the Code of Civil Procedure), and that can be requested while proceedings are under way (article 510). It is a proceeding handled with a lawyer, and mostly justified when the missing records paralyse the syndicate.

What about small claims? That route covers the recovery of a claim of up to $15,000, and a claim for the return of property is admitted only when it is ancillary to such a claim (article 536 of the Code of Civil Procedure). A claim that is only about handing over records therefore does not fit that framework.

What if it is a former director?

A director is considered the mandatary of the legal person (article 321 CCQ). The rules on mandate therefore apply to them too: at the end of their term, they hand over to the syndicate everything received in performing their duties (article 2184 CCQ). During their term, they could neither mingle the legal person's property with their own nor use, for their own benefit or a third party's, information obtained by reason of their duties (article 323 CCQ).

The email account opened personally. No article says that an email account created in a director's name belongs to the syndicate. Correspondence received for the syndicate is another matter: article 2184 covers everything the mandatary received in performing their duties, which can include exchanges with suppliers, the insurer or co-owners. A reasonable request is therefore an export of those exchanges and the transfer of the services registered to that address, rather than the password to a personal account. The real lesson is preventive: the syndicate's accounts are opened in the syndicate's name, with recovery access that survives the departure of any director.

The certificate the firm refuses to copy

Another case seen in the groups: the management company prepares the certificate requested by a selling co-owner, then refuses to give the board a copy, because the seller paid for it. Yet it is a certificate of the syndicate, and the law places on the syndicate the duty to deliver it within 15 days (article 1068.1 CCQ). The firm that prepares it does so on the syndicate's behalf, and it is hard to see how the seller paying the fee would make it the firm's document. No article expressly settles the question of the copy, and article 1070 does not name the certificate among the register's documents. But a syndicate that keeps no trace of the certificates issued in its name loses the proof of what it declared to a buyer: require that every certificate be filed with the syndicate, and write it into the management contract.

Preventing it next time

A transition becomes painful when the records live with the party that is leaving. Four precautions change that.

The syndicate holds its own accounts. The bank account, email, register platform and supplier accounts are opened in the syndicate's name. The manager receives access, which is withdrawn at the end of the contract.
An end-of-contract clause. Deadline to hand over, an organized digital format, a final account and cooperation during the transition.
Records filed as they are produced. Every set of minutes, contract or financial statement goes into the syndicate's register when it is produced, not at the end of the mandate.
An annual check. Once a year, the board checks that the register is complete and keeps a copy under its own control.

What a tool can do at the transition

No software replaces a formal demand, but good organization avoids needing one the next time. In CondoAide, an accountant, a legal advisor or another professional receives access limited to their mandate, which the board withdraws when the mandate ends. Documents kept permanently, such as the declaration, minutes, financial statements, contingency fund study and maintenance logbook, cannot be deleted, not even by a director. The complete register exports as a ZIP file organized by category, with an index and a SHA-256 fingerprint manifest, so the syndicate can take everything back itself, including if it leaves CondoAide. And if the departing firm worked in UpperBee, the import wizard takes its exports: co-owners, chart of accounts, financial statements, suppliers and documents.

Frequently asked questions

Can the management company keep our records because an invoice is unpaid?

Only to a limited extent. The Code allows it to retain the administered property, or what the syndicate entrusted to it, until payment of the sums owed to it (articles 1369 and 2185 CCQ). Without a sum genuinely owed there is no retention, and a disagreement over the quality of service does not create one. No article says whether this right can extend to the records the syndicate must keep available to the co-owners: if the firm invokes it to keep the register, consult a lawyer.

Who is responsible for the register: the syndicate or the manager?

The syndicate. Article 1070 CCQ requires the syndicate to keep the register available to the co-owners. A manager who holds it acts on the syndicate's behalf, and at the end of the contract must hand over everything received in the performance of their duties (articles 1366 and 2184 CCQ).

Can we use small claims court to get our records back?

Not for the records alone. Small claims cover the recovery of a claim of up to $15,000, and a claim for the return of property is admitted only as ancillary to such a claim (article 536 of the Code of Civil Procedure). To force the handover of records, the routes are a demand for performance in kind and an injunction, both handled with a lawyer.

Must a former director hand over the syndicate's records and access?

Yes for what they received in performing their duties: a director is the syndicate's mandatary (article 321 CCQ) and must hand over everything received in performing the mandate (article 2184 CCQ). An email account opened in their personal name is a question the law does not settle. Ask instead for an export of the syndicate's correspondence and the transfer of the services registered to that address.

What should we do first when the manager stops responding?

Write the list of what is missing based on article 1070 CCQ, send it in writing with a deadline, then send a formal demand if nothing happens. The formal demand must be in writing and give enough time to perform (article 1595 CCQ).