The Meeting With a Single Majority Owner

When a single owner holds the majority of the thousandths (millesimi), for example the builder with many unsold units or an investor who owns half the building, the meeting does not become their personal decision. The Italian Civil Code builds the majorities of Article 1136 by combining two elements, the number of those present and the thousandths value, so that economic weight alone is not enough to pass a resolution. Added to this are the substantive limits on abuse of majority, which allow resolutions taken to harm the minority to be annulled.

The double quorum as a safeguard

Meeting majorities are not measured in thousandths alone. Article 1136 requires, for the validity of constitution and for resolutions, a minimum number of those present alongside a given share of value. On the first call the meeting is validly constituted with the majority of participants representing two thirds of the value; on the second call one third of the participants and one third of the value are needed, and the ordinary resolution requires the majority of those present with at least one third of the value. The combination of heads and thousandths prevents a single large owner, present alone, from always meeting the required quorums.

Why value alone is not enough

Even someone who owns the majority of the thousandths must reckon with the requirement of the number of those present. If only one owner attends the meeting, however high their shares, for many resolutions the necessary concurrence of heads is not reached. The system is designed precisely to prevent the condominium from being reduced to the will of a single party and to compel dialogue among the participants.

• Constituting the meeting always requires a minimum number of those present, not value alone
• Ordinary resolutions combine a majority of those present and a share of value
• Innovations and the matters in Article 1136(5) require higher qualified majorities
• A single owner present cannot alone meet quorums that presuppose several heads

Abuse of majority

Beyond numerical limits there are substantive limits. A resolution adopted by the majority owner is unlawful when it results from abuse, that is when it pursues personal interests unrelated to common management, needlessly sacrifices the minority's rights, or is diverted from the purpose for which the meeting's power is granted. In these cases the resolution, though formally valid in the numbers, may be annulled by the court on challenge by the dissenting or absent owner.

Matters beyond the majority's reach

Some decisions cannot in any event be imposed by the majority, however large. Acts affecting the individual rights of exclusive ownership, changing the statutory criteria for allocating expenses without consent, or adopting contractual rule clauses require unanimity or the consent of all those concerned. The majority owner therefore cannot, by the force of the thousandths alone, affect others' property or alter the allocation criteria set by law.

The minority's tools

The minority owner has concrete remedies. They may request a meeting under Article 66 of the implementing provisions when representing at least one sixth of the value; they may challenge an invalid resolution within thirty days under Article 1137 of the Italian Civil Code; they may apply to the court against abuse of majority. Active participation, checking the quorums and asking to have their observations minuted are the first defences, because they record the elements useful for a possible challenge.

Good practice for the manager

A manager running a condominium with a majority owner must be rigorous on method: correct notice to everyone, a specific agenda, checking the quorums by heads and by value, clear minutes on those present and their shares. Procedural transparency is the best protection for both the minority and the manager, who thus avoids carrying out resolutions that are open to annulment.

Checking the double quorums and documenting attendance and thousandths vote by vote is easier with tools that automatically compute heads and value. AmministraPro handles the notice, the quorum count and the minuting in a traceable way: the features are described on the /funzioni page and the plans can be compared on the /prezzi page.