Running a Small Strata | Winding Up
Winding Up a Small Strata
A BC strata is wound up by an 80% vote of all eligible voters, which cancels the strata plan and makes the owners tenants in common of the whole property. With fewer than 5 lots, no court order is needed if every mortgage lender and other charge holder consents in writing. In a duplex, triplex or fourplex the 80% vote means every owner. This page covers the vote, the conversion schedule by assessed value, the steps for under 5 lots and for 5 or more, and what owners hold afterwards.
The short answer
- 01Winding up cancels the strata plan, dissolves the strata corporation, and turns each owner's strata lot and share of common property into a share of the whole property as tenants in common (Strata Property Act s.272).
- 02It needs a resolution passed by an 80% vote at a general meeting. An 80% vote counts the votes of all eligible voters, present or not, so in a 2, 3 or 4 lot strata every owner must vote yes (s.1, s.272; our arithmetic).
- 03Each owner's share is set by a conversion schedule: the most recent assessed value of their lot divided by the most recent assessed value of all the lots (s.273).
- 04With fewer than 5 lots, no court order is needed. The strata files the written consent of every holder of a registered charge, such as a mortgage lender, and a Certificate of Strata Corporation (s.274(c)).
- 05With 5 or more lots, the strata must apply to the Supreme Court for an order confirming the resolution within 60 days after it passes (s.273.1, s.274(b)).
- 06The meeting needs at least 4 weeks' written notice, and nobody can waive that notice (s.45(1.1), (2.1)).
The 80% vote
To cancel a strata plan and become tenants in common, the owners must pass a resolution "by an 80% vote at an annual or special general meeting" (s.272(1)). The Act defines an 80% vote as "a vote in favour of a resolution by at least 80% of the votes of all the eligible voters" (s.1). Unlike a majority or 3/4 vote, it counts everyone entitled to vote, so an owner who stays home counts the same as an owner who votes no.
| Strata lots | Yes votes needed | Why |
|---|---|---|
| 2 | 2 of 2 | Every owner |
| 3 | 3 of 3 | Every owner (2 of 3 is 67%) |
| 4 | 4 of 4 | Every owner (3 of 4 is 75%) |
| 5 | 4 of 5 | 4 of 5 is exactly 80% |
| 6 | 5 of 6 | 4 of 6 is 67%; 5 of 6 is 83% |
The counts assume one vote per lot (s.53(1)) and are our arithmetic. The vote calculator checks other cases.
Two voting rules apply only to winding up. A mortgage lender may not vote on a winding-up resolution, even if the mortgage gives it voting rights, and the owner votes unless a tenant has been given the landlord's right to vote (s.54(2)). Notice of the meeting must be at least 4 weeks, double the usual 2 weeks, and a written waiver of notice has no effect for this meeting (s.45(1.1), (2.1)). The notice must include the proposed wording of the resolution (s.45(3)(a)).
The resolution must approve four things: the cancellation of the strata plan, the dissolution of the strata corporation, the conversion schedule, and the conversion of each owner's interest in their lot and in the common property and common assets into a share as a tenant in common (s.272(2)).
The conversion schedule by assessed value
The conversion schedule sets each owner's share after the strata ends. The formula in s.273(1)(d)(ii) is the most recent assessed value of the owner's strata lot, divided by the most recent assessed value of all the strata lots in the plan, leaving out any lot held by or for the strata corporation. If a lot has no assessed value, an appraised value from an independent appraiser, approved by a 3/4 vote, can be used instead (s.273(2)).
The schedule must also identify the land, list each owner and each registered charge holder with their postal address, and list every registered interest as it is now and as it will be after conversion (s.273(1)). A strata created under the old Condominium Act with a schedule of interest on destruction uses that schedule instead (s.273(3)).
The shares follow the assessed values, which can differ from the unit entitlement used to split strata fees. The unit entitlement page explains that number.
Example only: made-up numbers to show the arithmetic
A 3-lot strata. Lot 1 is assessed at $1,200,000, lot 2 at $1,000,000 and lot 3 at $800,000, a total of $3,000,000. After winding up, the owner of lot 1 holds 40%, lot 2 holds 33.33% and lot 3 holds 26.67% of the land as tenants in common. These figures only show the arithmetic; use your lots' most recent assessed values.
Under 5 lots: lender consent instead of a court order
For a strata plan with fewer than 5 strata lots, the application to the registrar can go with either the court documents required at 5 or more lots, or both of these (s.274(c)):
- the written consent to the winding up, signed by every holder of a registered charge against the land on the strata plan and any land the strata holds off the plan; and
- a Certificate of Strata Corporation stating that the resolution has passed, that the conversion schedule matches it, and that the strata has no debts other than those held by people who consented in writing.
A registered charge includes a mortgage, so every lender on every lot must sign. If one will not, the strata can still use the court route that applies at 5 or more lots (s.273.1(1)(a)).
5 or more lots: a court order within 60 days
A strata with 5 or more lots must apply to the Supreme Court for an order confirming the winding-up resolution within 60 days after it passes (s.273.1(1)(b)). Missing the 60 days does not make the resolution invalid, and the strata can still apply (s.273.1(2)). Every owner and registered charge holder in the conversion schedule must be served (s.273.1(3)).
The court must consider the best interests of the owners, and the chance and extent of significant unfairness to owners or charge holders, or significant confusion in the strata's affairs, whether it confirms the resolution or not (s.273.1(5)). The application to the registrar then includes the court order and a Certificate of Strata Corporation stating that the strata has no debts other than those held by registered charge holders (s.274(b)).
The steps in order
| Step | What it involves | Source |
|---|---|---|
| Get the assessed values | The conversion schedule uses the most recent assessed value of each strata lot. If a lot has no assessed value, an independent appraiser's value approved by a 3/4 vote can be used instead. | s.273(1), (2) |
| Prepare the conversion schedule | Land on the plan and any land the strata holds off the plan, by legal description; each owner and registered charge holder with their postal address; and every registered interest now and after conversion. | s.273(1) |
| Give 4 weeks' written notice | To every owner, to each lender that filed a Form C request for notice, and to any tenant given the landlord's vote. The notice must include the exact wording of the resolution. | s.45(1), (1.1), (3)(a) |
| Pass the resolution by an 80% vote | It must approve the cancellation, the dissolution, the conversion schedule and the conversion of each owner's interest. A lender may not vote on a winding-up resolution. | s.272(2); s.54(2) |
| Under 5 lots: get every charge holder's written consent | Every holder of a registered charge against the land must sign a written consent to the winding up. | s.274(c)(i) |
| 5 or more lots: apply to court within 60 days | The court considers the owners' best interests, and the chance of significant unfairness or confusion either way. | s.273.1 |
| Have a reference plan prepared | A reference plan under the Land Title Act showing the land on the strata plan and any other land the strata holds. A BC land surveyor prepares it; surveyor fees are quoted per job. | s.274(d) |
| Apply to the registrar | File the conversion schedule, the consents (or court order), the Certificate of Strata Corporation, the reference plan and any other document the registrar asks for. Charge priorities must be resolved and duplicate titles cancelled. | s.274, s.288, s.289 |
| Registrar's order | The registrar may cancel the plan and vest the land in the owners as tenants in common, then registers the new titles and mails each owner and charge holder a copy. | s.275 |
The plan cancellation rules in the Land Title Act do not apply to a strata plan (s.287); Part 16 of the Strata Property Act is the route. Part 16 also applies to bare land strata plans, except as the Regulation sets out (s.286). We found no Land Title Office fee item for cancelling a strata plan in our sources, and no published lawyer or surveyor fees.
What owners hold afterwards
When the registrar's order is filed (s.275(4)):
- The strata corporation is dissolved. Strata fees, the strata budget, the reserve fund rules, strata insurance and the AGM end with it.
- Each former owner owns the land as a tenant in common, in the shares in the conversion schedule, and owns the strata's personal property in the same shares.
- A mortgage or other charge on a strata lot becomes a claim against that owner's share, with the same priority it had before.
- Other claims against the property created after the strata plan was filed are extinguished.
- Owners are jointly and individually liable for the strata's debts to creditors who have no claim against the property.
After winding up, the Strata Property Act no longer governs the owners. Owners who want rules on who uses which part, who pays for what, and how one owner sells put them in a written co-ownership agreement. The Real Estate Development Marketing Act counts "2 or more shared interests in land in the same parcel" as development property, which matters if shares are later marketed for sale. The title choices page and the family plex page compare co-ownership with strata.
Why a small strata might wind up
The Act asks for no reason. An 80% vote, the conversion schedule and the required documents are enough. These are the facts owners weigh:
- Winding up ends the strata corporation, and with it the duties to pass a budget, fund a reserve of at least 10% of the operating budget, carry strata insurance and hold AGMs (s.275(4)(a)).
- It ends the separate strata titles. Each owner then holds a share of the land, with any mortgage now a claim against that share (s.275(4)(b), (c)).
- In a strata of fewer than 5 lots, it can be done without going to court, if every charge holder consents (s.274(c)).
- In a 2 to 4 lot strata it needs every owner, so it works only when all owners agree. A court-ordered winding up by a liquidator is a separate route that an owner or lender can ask for (s.284).
Our sources do not cover the tax effect of winding up for each owner. Ask an accountant and a lawyer before the vote.
Other ways a strata ends
With a liquidator. Owners can instead pass a resolution by an 80% vote to cancel the strata plan and appoint a liquidator, who must have the qualifications the Business Corporations Act requires. The resolution must also approve an estimate of the costs and an interest schedule (s.277). That route follows the liquidation rules of the Business Corporations Act (s.276).
By court order. An owner, a mortgage lender or any other person the Supreme Court considers appropriate can apply for an order winding up the strata by a liquidator (s.284). The court must consider the owners' best interests and the chance of significant unfairness or confusion. The Civil Resolution Tribunal cannot hear winding-up claims. The when owners disagree page covers the other tools for a deadlocked strata.
Best For
- ✓ A 2 to 4 lot strata where every owner and every lender has agreed in writing before the meeting is called.
- ✓ Owners who have a lawyer and a land surveyor lined up for the conversion schedule and the reference plan.
- ✓ Owners who have a written co-ownership agreement ready for the day they become tenants in common.
Usually Fails When
- ✕ One owner in a 2, 3 or 4 lot strata votes no or stays away. The 80% vote counts every eligible voter.
- ✕ One lender refuses to consent. Under 5 lots the strata then needs the court order route instead.
- ✕ The strata still owes money that no consenting charge holder holds. The Certificate must say there are no other debts.
What To Verify Before Spending Money
- → Every registered charge on every lot and on the common property, from a title search.
- → The most recent assessed value of each lot, and whether every lot has one.
- → The tax effect for each owner, which our sources do not cover.
Common questions
How do you wind up a strata in BC? +
Pass a resolution by an 80% vote at an annual or special general meeting, on at least 4 weeks' notice, approving the cancellation of the strata plan, the dissolution of the corporation and a conversion schedule (Strata Property Act s.272). Then apply to the registrar at the Land Title Office with the schedule, a reference plan, a Certificate of Strata Corporation and either every charge holder's written consent (under 5 lots) or a court order (5 or more lots) (s.274).
Can you cancel a strata plan in a duplex? +
Yes. Both owners must vote for it, because the 80% vote counts all eligible voters. With 2 lots no court order is needed if every holder of a registered charge, such as each mortgage lender, consents in writing and the strata files a Certificate of Strata Corporation (s.274(c)).
What vote is needed to wind up a strata? +
An 80% vote: a vote in favour by at least 80% of the votes of all eligible voters (s.1). It counts everyone entitled to vote, present or not. In a 2, 3 or 4 lot strata that is every owner; in a 5-lot strata, 4 of 5; in a 6-lot strata, 5 of 6 (our arithmetic).
Does winding up a small strata need a court order? +
Not with fewer than 5 lots, if the strata files the written consent of every holder of a registered charge and a Certificate of Strata Corporation (s.274(c)). It may still choose the court route. With 5 or more lots, a court order confirming the resolution is required, applied for within 60 days (s.273.1, s.274(b)).
How is each owner's share decided when a strata is wound up? +
By the conversion schedule. Each owner's share equals the most recent assessed value of their strata lot divided by the most recent assessed value of all the strata lots in the plan, leaving out any lot held by the strata (s.273(1)). If a lot has no assessed value, an independent appraiser's value approved by a 3/4 vote can be used.
What happens to my mortgage if the strata is wound up? +
Under 5 lots, your lender must first consent in writing. After the registrar's order, a charge on your strata lot becomes a claim against your share of the land, with the same priority as before (s.275(4)(c)).
What do owners own after a strata is wound up? +
Each owner owns the land as a tenant in common, in the share set by the conversion schedule, plus the same share of the strata's personal property (s.275(4)). The strata corporation no longer exists.
How much notice is needed for a winding-up meeting? +
At least 4 weeks' written notice, double the usual 2 weeks, and a waiver of notice has no effect for a winding-up meeting (s.45(1.1), (2.1)). The notice must include the proposed wording of the resolution (s.45(3)(a)).
Can a mortgage lender vote on winding up a strata? +
No. A lender may not vote on a winding-up resolution even if the mortgage gives it voting rights. The owner votes, unless a tenant has been given the landlord's right to vote (s.54(2)).
Who pays the strata's debts when it is wound up? +
Under 5 lots, the Certificate of Strata Corporation must state that the strata has no debts other than those held by people who consented in writing (s.274(c)(ii)). After the order, owners are jointly and individually liable for the strata's debts to creditors who have no claim against the property (s.275(4)(e)).
Can one owner force a strata to be wound up? +
Not by vote in a 2 to 4 lot strata, where the 80% vote needs every owner. An owner or a lender can ask the Supreme Court to order the strata wound up by a liquidator. The court weighs the owners' best interests and the chance of significant unfairness or confusion (s.284). The Civil Resolution Tribunal cannot hear winding-up claims.
How long does winding up a strata take and what does it cost? +
The Act sets the 4-week notice, and for 5 or more lots the 60-day court deadline. We found no published total time or cost. Lawyer and surveyor fees are quoted per job, and we found no Land Title Office fee item for cancelling a strata plan in our sources.
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