You asked what percentage of the unit owners must approve a merger of condominiums organized under the Unit Ownership Act and the Condominium Act. Our office is not authorized to give legal opinions and this report should not be considered one.

SUMMARY

It appears that a condominium organized under the Unit Ownership Act or the Condominium Act requires the approval of 90% of the unit owners for a merger to be approved. But if these condominiums had amended their condominium documents to adopt the provision in the Common Interest Ownership Act (CIOA) concerning mergers, then a merger would require the approval of the owners of units to which at least 80% of the votes in the association are allocated, or any larger percentage the declaration specifies.

CIOA, THE CONDOMINIUM ACT, AND THE UNIT OWNERSHIP ACT

Three different sets of laws govern condominiums, depending on when they were created. CIOA governs the creation, alteration, management, termination, and sale of condominiums and other common interest communities formed in Connecticut after January 1, 1984 (CGS § 47-200 et seq. ). The Condominium Act governs condominiums created from 1977 through 1983. (PA 76-308; CGS §§ 47-68a to 47-90c). Condominiums created before the Condominium Act was adopted are governed by the Unit Ownership Act (PA 1963, No. 605, July 10, 1963; CGS §§ 47-67 to 47-115 Revised to 1975).

Certain CIOA provisions automatically apply to condominiums created in Connecticut before January 1, 1984, but only with respect to events and circumstances that occur after December 31, 1983. But, these provisions do not invalidate existing provisions of the declaration, bylaws or surveys, or plans of those condominiums (CGS § 47-216). By specifying that these automatically applying CIOA provisions do not invalidate the declaration, bylaws, and other documents, the law seems to be making these documents controlling over the CIOA provisions, but this is not clear and we did not find any court case that has ruled on this issue. If this is the case, it appears that these “automatically-applying” provisions would not necessarily apply to a pre-CIOA condominium if the declaration or bylaw contained a different requirement, procedure, or rule.

The law permits condominiums created before January 1, 1984, to amend their governing instruments (declaration, bylaws, survey, or plans) to conform to portions of CIOA that do not automatically apply. Thus, it appears that a pre-CIOA condominium may adopt any of these CIOA provisions as a part of its declaration or bylaws. But, an amendment must be adopted in accordance with the law that applied when the condominium was created and with the procedures and requirements specified by the condominium's declaration and bylaws (CGS § 47-218).

CONDOMINIUM MERGERS

Following is a summary of the provisions in each of these acts authorizing or relating to mergers. The merger provision of CIOA would appear to govern because it is one of those “automatically provisions” that applies to condominiums regardless of when they were created.

Unit Ownership Act

The Unit Ownership Act does not contain any authority or procedures for condominiums to merge. But it authorizes unit owners to remove a property from the Unit Ownership Act by recording an instrument on the land records, containing the signature of 90% of the unit owners, as long as the holders of all liens affecting any of the units consent or agree by recorded instruments, that their liens be transferred to an undivided interest in the property (CGS § 47-88(a), Revised to 1975).

Condominium Act

The Condominium Act allows two or more condominiums established under the Unit Ownership Act (chapter 825 of the general statutes, revision of 1958, revised to 1975), or established pursuant to the Condominium Act, by agreement to merge the “operations and activities of their respective associations of unit owners into a single association of unit owners,” with the powers, obligations and responsibilities of such association under the Condominium Act (CGS § 47-88a (a)). But this does not appear to be a merger of the condominiums; rather it is a merger of the associations. Thus, the condominiums would continue to be separate and distinct condominiums under this law.

The merger agreement for associations may only take effect following the agreement in writing of 75% of the unit owners and the mortgagees of 75% of the units subject to mortgage of each condominium (CGS § 47-88a (b)).

The Condominium Act contains the same provision for terminating a condominium as the Unit Ownership Act does, Thus, it authorizes unit owners to remove a property from the Condominium Act by recording an instrument on the land records, containing the signature of 90% of the unit owners, as long as the holders of all liens affecting any of the units consent or agree by recorded instruments, that their liens be transferred to an undivided interest in the property (CGS § 47-88(a)).

CIOA

CIOA allows any two or more condominiums to be merged or consolidated into a single condominium. In the event of a merger or consolidation, unless the agreement otherwise provides, the resultant condominium is the legal successor of all of the preexisting condominiums, and the operations and activities of all associations of the pre-existing condominiums are merged or consolidated into a single association that holds all powers, rights, obligations, assets and liabilities of all preexisting associations (CGS § 47-240(a)). Thus, unlike the Condominium Act, CIOA provides for that actual merger of condominiums not just their associatons.

CIOA requires that the agreement to merge or consolidate be prepared, executed, recorded, and certified by the president of the association of each of the preexisting condominiums. The presidents may do so only following approval by owners of units to which are allocated the percentage of votes in each condominium required to terminate it.

As noted above the Unit Ownership Act and the Condominium Act each act requires an agreement of 90% of the owners to terminate the condominium. Thus, a merger involving a condominium created and governed by either of these acts would require the approval of 90% of the unit owners of such a condominium.

For termination, CIOA requires approval by an agreement of unit owners of units to which at least 80% of the votes in the association are allocated, or any larger percentage the declaration specifies. Thus a condominium governed by CIOA requires approval of at least 80% of the votes.

The agreement must be recorded in every town in which a portion of the condominium is located and is not effective until recorded (CGS § 47-240(b)).

Every merger or consolidation agreement must provide for the reallocation of the allocated interests in the new association among the units of the resultant common interest community either by stating (1) the reallocations or (2) the formulas on which they are based.

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