Improvement Without a Qualified Majority: Is It Valid?

Improvements to common parts require qualified majorities: approving them with the ordinary-management majority, lower than the one prescribed, makes the resolution voidable and challengeable within thirty days. Article 1120 of the Italian Civil Code governs improvements and refers to the majorities of Article 1136, which for ordinary improvement works rise to two thirds of the value of the building. Distinguishing an improvement from simple maintenance, and applying the correct majority, is the decisive step to avoid a decision destined to fall.

What an improvement is and why the majority is reinforced

An improvement is a work that modifies the common thing, altering its material extent or functional purpose, in order to enhance it, make it more convenient or more profitable. It is not maintenance, which serves to preserve what exists, but a transformation. Precisely because it affects the arrangement of the common thing and imposes an expense on everyone, the law requires broader consent than that sufficient for ordinary management.

Examples of improvements are turning a courtyard into a parking area, installing a previously non-existent lift, creating a new system that changes the purpose of a common part. The boundary with extraordinary maintenance is not always sharp, but it is decisive, because it changes the majority required.

The majorities required by Article 1136

Article 1120 refers to the majorities of Article 1136. In summary:

• Improvements aimed at enhancing, making more convenient or more profitable the common things require a majority of those present and a number of votes representing at least two thirds of the value of the building.
• Some so-called facilitated improvements, provided for by the second paragraph of Article 1120, such as those pursuing certain social-interest or efficiency objectives, can be approved with a lower majority, equal to a majority of those present and at least half the value of the building.
• Forbidden improvements remain those that may harm the stability or safety of the building, alter its architectural decorum or render some common parts unusable for the use or enjoyment of even a single owner.

The central point is that an improvement cannot be approved with the simple majority of ordinary management. If the meeting approves it with a number of votes below the required threshold, the resolution is defective.

What happens if the qualified majority is missing

A resolution approving an improvement without the qualified majority is voidable: the defect concerns the deliberative quorum, that is, the procedure for forming the will, not the object. The absent, dissenting or abstaining owner may challenge it within thirty days under Article 1137; once the deadline passes without challenge, the resolution consolidates and becomes binding even if the majority was insufficient.

Different is the case of an improvement forbidden by Article 1120: when the work harms safety, architectural decorum or renders a common part unusable even for a single owner, the resolution is not merely adopted with the wrong majority, but has a content conflicting with a legal prohibition, and for this reason may be void, challengeable with no time limit.

Frequent errors in improvement resolutions

Many defects arise from a wrong qualification of the work. Treating as ordinary maintenance what is an improvement leads to applying too low a majority. Equally frequent is confusing the facilitated improvement, which enjoys a reduced threshold, with the ordinary improvement, which requires two thirds of the value. Finally, the prohibition on harmful improvements is underestimated: a work that alters decorum or harms a single owner does not become lawful simply because it gathered many votes.

Setting the resolution on the right majority

Before bringing an improvement to the meeting, it is advisable to qualify it precisely, identify the applicable majority and check that it does not fall among the forbidden ones. A clear agenda, describing the work and stating the required majority, helps owners vote knowingly and reduces the risk of challenges. With AmministraPro the manager prepares detailed notices and records attendance, thousandths and votes during the meeting, obtaining the quorum count in real time and minutes documenting the majority reached. The features for meetings and minutes are described on /funzioni and the plans for every firm on /prezzi.