Condominium Owner Voting in Cambodia: Who Really Makes the Decisions?

Prepared by the NovAsia Editorial Team

Receiving the keys to an apartment rarely makes an owner think about voting. The swimming pool, security, service charge and appointment of the property manager can appear to belong to professional building management. The owner pays the bills and reports defects; everything else seems administrative.

Yet budgets, major repairs and house rules do not create themselves. Someone approves spending, selects the façade contractor, changes how common areas may be used, decides how short-term rentals are handled, appoints a manager and authorises a special assessment.

When an owner does not understand the procedure, effective control shifts to whoever attends meetings, holds a substantial share or controls the records.

In a Cambodian co-owned building, influence is not necessarily determined by the number of people or apartments. The basic model is built around co-ownership shares. A penthouse owner may therefore carry more voting weight than a studio owner, while a developer that still owns a large unsold inventory may outweigh dozens of individual investors.

The practical question is not simply whether meetings take place. It is who appears in the ownership register, how the shares are calculated, which threshold applies and what evidence proves that the resolution was validly adopted.

The internal regulations are the building's working constitution

Cambodia's Sub-Decree No. 126 provides for internal regulations governing a co-owned building. These rules should address the use of private units and common property, the rights and obligations of co-owners, the management structure, common expenditure and decision-making.

In day-to-day operation, the document functions as the building's working constitution. It should explain:

• who may call a meeting;
• how much notice must be given;
• who is entitled to vote;
• how voting shares are calculated;
• what quorum is required;
• which thresholds apply to different decisions;
• how a proxy is appointed;
• whether remote participation is permitted;
• who maintains the ownership register;
• how minutes and voting records are prepared and stored;
• how resolutions are implemented;
• how procedural breaches may be challenged.

The model regulations attached to the Sub-Decree provide a starting point, but they do not answer every issue that arises in a modern international condominium. Each building needs a workable set of rules that is consistent with mandatory law and capable of being applied in practice.

Rules that owners cannot obtain, read or reconcile with the share register provide weak protection, however impressive their formal wording may appear.

Voting weight is commonly linked to shares, not simply to units

Many buyers expect one apartment to equal one vote. That is not necessarily how a co-owned building operates.

The approach under Sub-Decree No. 126 links the participation of a co-owner to their share, which is generally connected to the private unit and reflected in the relevant documentation. As a result:

• a larger apartment may carry greater weight;
• an owner of several units may aggregate their shares;
• a group of studios may not have the same influence as an equal number of penthouses;
• a commercial unit may represent a substantial share;
• the developer retains voting weight for units it still owns.

Counting the people in the room is therefore insufficient. The meeting needs a reliable schedule showing each participant's share and the total base against which the required percentage is calculated.

Consider a meeting attended by ten owners. Nine of them together represent 20% of the shares, while one owner represents 15%. The nine may have a clear majority by headcount but only a modest majority by shares. In another building, two large owners may control most of the voting weight while representing a small minority of apartments.

An absolute majority is not merely a majority of those present

The model regulations associated with Sub-Decree No. 126 contemplate an absolute majority of co-owners for several significant matters, including certain amendments to the internal regulations, repairs or maintenance and questions concerning common-service payments.

In practical terms, an absolute majority usually means more than half of the entire relevant voting base, not merely more than half of those who attended.

If only 30% of the shares are represented at a meeting, a resolution supported by 20% may command two-thirds of the votes cast while still falling short of an absolute majority of all relevant shares.

The applicable calculation must be checked against mandatory provisions and the building's valid internal regulations. A requirement for an absolute majority should not be replaced casually with “half of those present plus one”.

Before voting, the administrator should also determine:

• whether the percentage is measured against all registered shares;
• how unsold developer units are treated;
• whether disputed or incomplete titles are included;
• how jointly owned units vote;
• how abstentions are recorded;
• whether late proxies are valid;
• who certifies the final voting schedule.

Demolition and reconstruction may require a higher threshold

The model framework provides for approval by at least 75% of co-owners for demolition and reconstruction of the building.

That threshold should not automatically be applied to every expensive repair. Replacing lift equipment, renewing façade sealant or repairing waterproofing is not necessarily a reconstruction of the entire building. Structural alteration, rebuilding after major destruction or a decision to demolish the property may be different.

The heading used in the budget does not determine the legal category. The analysis should consider:

• the technical scope of the work;
• its effect on the structure and permitted use;
• the applicable legislation;
• the internal regulations;
• required construction approvals;
• the rights of individual co-owners.

Calling a reconstruction a “repair” to obtain a lower voting threshold creates a challenge risk. Requiring 75% for every routine replacement can be equally damaging by paralysing necessary maintenance.

Quorum and the decision threshold are different questions

Quorum asks whether enough voting interests are represented for the meeting to open and transact business.

The decision threshold asks how many votes are required to approve a particular resolution.

The internal regulations should deal separately with:

• the initial quorum;
• reconvened meetings;
• abstentions;
• invalid ballots;
• proxies;
• disputed ownership;
• joint owners;
• owners in arrears;
• vacant units;
• remote participants.

A risky arrangement is one in which a meeting representing 8% of the shares declares itself quorate and then approves major decisions by a simple majority of those present. Administrative convenience does not establish compliance with a mandatory threshold.

A reduced quorum for a reconvened meeting may allow discussion or ordinary business to proceed, but it does not necessarily reduce a statutory or mandatory majority required for the underlying decision.

An absent owner keeps both rights and obligations

Many Cambodian condominium investors live abroad and rarely attend in person. Their absence does not remove:

• their ownership share;
• their obligation to contribute to common expenditure;
• their right to receive proper notice;
• the effect of resolutions on their property;
• their ability to participate through a permitted procedure.

However, inactivity transfers practical influence to an active minority.

Imagine a building with 500 apartments. Three hundred owners live overseas, one hundred rarely respond, fifty units remain with the developer and only thirty local owners regularly attend meetings. Ownership is formally dispersed, but the agenda may be shaped by the manager, the developer and the small group that consistently participates.

This is not automatically improper. A building has to be run by someone. The concern arises when absent owners receive poor information and have no realistic way to participate or verify what was decided.

A proxy should be specific and verifiable

A proxy allows one person to vote on behalf of another. There is no single detailed form suitable for every Cambodian condominium, so the procedure depends on the internal regulations and the general law of representation.

The rules should clarify:

• whether the proxy must be in writing;
• whether an original is required;
• whether an electronic copy is accepted;
• whether notarisation is needed;
• whether it applies to one meeting only;
• whether it covers every agenda item;
• whether further delegation is permitted;
• how many owners one person may represent;
• how the proxy may be revoked;
• who verifies the signature and authority.

A blank proxy giving the representative complete discretion is convenient but offers the owner little protection. A meeting-specific proxy referring to the agenda and giving voting instructions is usually safer.

Conflicts of interest also matter. A property manager, contractor or developer representative may accumulate many proxies and then vote on their own appointment, remuneration or a connected contract. The building should disclose and control that situation rather than treating the proxy count as the only relevant fact.

Remote participation needs an auditable process

Videoconferencing and electronic voting may be indispensable in an internationally owned building. A poll in a chat group, however, is not automatically a valid decision-making process.

A credible remote system should provide:

• identity verification;
• confirmation of ownership;
• confirmation of the relevant share;
• timely access to the agenda and supporting documents;
• a reasonable opportunity to ask questions;
• a reliable record of the vote;
• protection against duplicate voting;
• storage of ballots and system logs;
• a clear closing time;
• access to the final minutes and results.

Electronic participation is valuable only when it creates a dependable audit trail. An unverified messaging-app poll may reveal sentiment but may not prove the validity of a binding resolution.

Joint ownership needs one clear voting instruction

An apartment may belong to spouses, partners or a company with several participants. The building register needs to know who may act for that unit.

Joint owners should ideally establish:

• a nominated representative;
• an address for notices;
• the process for issuing a proxy;
• what happens when they disagree;
• how registered shares are treated;
• what evidence is required after any ownership change.

If one joint owner votes in favour and another votes against, the manager should not choose whichever answer is more convenient. The internal regulations should state whether the vote is invalid, divided or requires a joint instruction.

Where the owner is a legal entity, current corporate records and evidence of the representative's authority should be available.

Unsold units give the developer real influence

A developer that still owns a substantial number of units may retain a large share of the vote. This can affect:

• the appointment of the property manager;
• service-charge levels;
• the operating budget;
• rental rules;
• commercial areas;
• construction-defect claims;
• contractor selection;
• the timing of control passing to individual owners.

The developer's participation is not inherently improper if it remains a co-owner. The investment risk lies in opacity and unmanaged conflicts.

Owners should understand:

• how many shares remain with the developer;
• whether service charges are paid on those units;
• whether the developer votes on appointing a connected management company;
• whether connected contractors are disclosed;
• whether the developer participates in decisions about its own defects;
• how the board composition changes over time;
• what minority protections exist.

A resolution may satisfy the numerical threshold and still deserve heightened scrutiny where the main beneficiary also controls the agenda, the proxy collection and the count.

A signed sale contract does not always create an immediate vote

A completed project may simultaneously contain:

• developer-owned units;
• signed contracts with outstanding instalments;
• handed-over units without individual titles;
• cancelled sales;
• reserved units;
• mortgaged apartments;
• disputed interests;
• newly registered titles.

The commercial label “sold” does not necessarily identify the legally recognised co-owner for voting purposes.

The register used at a meeting should answer:

• who is the registered owner;
• when the ownership right took effect;
• what share belongs to the unit;
• whether the building has been notified of the transfer;
• whether there is a competing claim;
• who may execute a proxy.

Without this discipline, one unit may vote twice through both developer and buyer, or may be excluded altogether.

Arrears do not always remove voting rights automatically

It is understandable that paying owners may want to restrict chronic defaulters. A person who does not fund the building may still influence its budget. Yet any suspension of voting rights needs a clear legal and regulatory basis.

Sub-Decree No. 126 establishes the duty to contribute to common expenditure and provides consequences for non-payment in certain circumstances, but it should not be read as a universal automatic removal of voting rights for every overdue invoice.

The internal regulations may contain restrictions, but their validity and procedure need checking.

Two extremes should be avoided:

• chronic debtors block essential decisions;
• the manager labels any owner who disputes a charge as ineligible to vote.

An undisputed overdue amount should be distinguished from a charge being challenged on reasonable grounds. The arrears register, notices and appeal procedure should be transparent.

Approving a budget does not authorise unlimited spending

Owners may approve an annual budget, after which the board and manager implement it within their delegated authority. The budget should nonetheless be sufficiently detailed.

It should normally identify:

• personnel;
• utilities;
• insurance;
• technical maintenance;
• reserve contributions;
• major repairs;
• contingencies;
• management fees;
• taxes;
• developer support;
• other income;
• assumptions about collection and arrears.

A line reading “repairs — US$200,000” reveals little about the project, contractor or procurement process. The internal regulations may require separate approval, competitive quotations or a tender for major works.

The board need not call a general meeting for every light bulb, but it should spend money for the approved purpose and report against the budget.

Service-charge increases need both evidence and procedure

A substantial increase should not arrive as a brief message stating that the rate rises by 40% next month.

A stronger process includes:

1. a realistic operating budget;
2. an explanation of the increase;
3. advance notice;
4. access to supporting calculations;
5. a meeting or other valid participation method;
6. verification of the required threshold;
7. proper minutes;
8. correct billing;
9. subsequent reporting.

The regulations should distinguish between the annual service charge, indexation, utility reimbursements, reserve contributions, a special assessment, emergency expenditure and a separate capital project.

Even an economically necessary increase can trigger conflict and non-payment when the procedure is unclear.

Short-term letting is a governance issue

Frequent short stays affect security, lifts, reception, insurance, noise, guest registration, utilities and the reputation of the building.

The manager may impose reasonable operational controls such as guest registration, access-card procedures, check-in hours, conduct rules and responsibility for misuse of common areas.

A complete prohibition or material restriction of private-unit use, however, should be tested against:

• the permitted use of the building;
• the valid internal regulations;
• the authority of the body adopting the measure;
• the voting threshold;
• mandatory law;
• contractual promises made when the project was sold.

If a project was marketed for short-term letting and the owners later restrict it, the investment strategy changes. This does not make a restriction impossible, but the resolution needs a valid and documented foundation.

Changing a common area may require owner approval

Converting a children's room into an office, leasing part of the lobby to a retailer or permanently closing a pool is not always routine management.

The building should consider:

• whether the purpose of common property changes;
• whether owners' rights are reduced;
• whether a long-term third-party lease is created;
• whether the alteration was contemplated in the project;
• whether construction approval is required;
• which voting threshold applies;
• where any income is paid;
• how conflicts are managed.

Temporary closure for repair is different from permanently removing an amenity from common use.

Conflicts of interest should be disclosed

A board member may be connected to a contractor, the developer to the management company, or a large owner to the tenant of a commercial space.

A sound process provides for:

• advance disclosure;
• abstention where required;
• comparison with market alternatives;
• a specific entry in the minutes;
• owner access to the contract;
• monitoring of actual performance.

The minutes should record more than the final percentage. They should show the voting base, attendees, proxies, agenda items, abstentions, disclosed conflicts and exact wording of each resolution.

Reconvening a meeting does not erase a mandatory threshold

Internal regulations may permit a second meeting when the first lacks quorum. Without such a mechanism, owner inactivity could halt basic management.

A reconvened meeting does not necessarily permit the building to bypass a threshold imposed by law or mandatory rules. The absence of owners cannot turn a 75% requirement for demolition or reconstruction into a simple majority of five attendees.

The building must record separately:

• the threshold for opening the meeting;
• the threshold for adopting each resolution.

Confusing those two figures is a common source of disputes.

Emergency powers are limited by necessity

A failed fire pump cannot safely wait a month for the next meeting. The board or manager may need authority to act urgently.

Emergency expenditure should still be supported by:

• a documented risk;
• a scope limited to what is necessary;
• a reasonable price;
• accelerated comparison of quotations where possible;
• prompt notice to owners;
• subsequent ratification or review where required;
• complete reporting;
• a clear funding source;
• recovery from the responsible party or insurer where appropriate.

A planned repair that has been postponed for two years should not be relabelled as an emergency merely to avoid scrutiny.

Chronic absence can paralyse the building

In an internationally owned condominium, many owners ignore notices. The consequences may include:

• no approved budget;
• no reserve funding;
• an expired management contract;
• unpursued defect claims against the developer;
• delayed insurance;
• blocked special assessments;
• unsafe systems left unrepaired.

Participation can be improved through an accurate ownership register, multilingual notices, an annual meeting calendar, focused agendas, concise explanatory papers, valid proxies, auditable remote participation and professional board support.

Low engagement does not entitle the manager to replace owner governance with undisclosed private decisions. The procedure should be improved, not avoided.

Challenging a doubtful resolution

The model regulations contemplate an initial attempt to resolve a dispute through the board or executive body. If that fails, the matter may proceed to court or another applicable forum.

An owner questioning a vote should preserve:

• the notice and agenda;
• the internal regulations and amendments;
• the ownership and share registers;
• proxies;
• ballots;
• minutes;
• the exact resolution;
• contracts and invoices;
• correspondence;
• evidence of conflicts of interest.

Where implementation of an expensive contract may cause irreversible harm, the owner should obtain Cambodian legal advice before the work is completed rather than waiting for the loss to become permanent.

Example: how voting power may be distributed

Assume the shares are divided as follows:

• developer: 35%;
• one large rental investor: 20%;
• active individual owners: 12%;
• all other dispersed owners: 33%.

If the developer and large investor vote together, their 55% may be sufficient for a matter requiring an absolute majority of all shares. They still do not reach 75% where that enhanced threshold applies.

The active individual owners cannot pass a resolution with 12%, but they can influence the agenda, identify connected transactions, gather proxies and help prevent an enhanced-majority proposal from passing.

This example shows why the number of people attending tells little about real control without the share schedule.

What a resale buyer should review

Before buying into an operating building, a purchaser should request:

• the current internal regulations and amendments;
• the share attached to the apartment;
• an appropriate summary of the ownership register;
• the board composition;
• recent minutes;
• the annual budget;
• the reserve position;
• approved special assessments;
• any continuing proxy arrangements;
• disputes over voting;
• the developer's remaining share;
• the management agreement;
• remote-participation rules;
• forthcoming agenda items.

Weak governance can affect value as much as the apartment's physical condition. A building with a transparent process can make difficult decisions. A building without a workable majority may postpone repairs for years while conflict and deterioration accumulate.

Conclusion

Voting in a Cambodian condominium is generally linked to co-ownership shares, not merely to the number of apartments or people in the room.

The internal regulations should explain notice, quorum, majority requirements, proxies, remote participation, the ownership register and minutes. Mandatory thresholds should not be diluted by informal convenience.

An overseas owner retains rights and obligations, but persistent inactivity transfers effective power to those who participate. A developer's unsold inventory may lawfully preserve significant influence, yet connected transactions and conflicts should be disclosed.

Good governance does not require a vote on every operational detail. It requires a clear division between ordinary delegated powers, major owner decisions and urgent protective action, followed by reliable reporting.

This article is for general information and is not legal advice. The validity of a particular resolution, voting threshold or management power should be checked against the registered building documents and the facts of the meeting.

Sources

1. Royal Government of Cambodia — Sub-Decree No. 126 on the Management and Use of Co-Owned Buildings.
2. Royal Government of Cambodia — model internal regulations attached to Sub-Decree No. 126.
3. Kingdom of Cambodia — Law on Providing Foreigners with Ownership Rights in Private Units of Co-Owned Buildings, 2010.
4. EuroCham Cambodia — advocacy materials on practical condominium-management and service-charge collection issues.
5. RICS — professional property-management principles, used as comparative guidance rather than mandatory Cambodian law.

Frequently asked

Does each apartment always have one vote?

No. The basic Cambodian co-ownership model links voting weight to each co-owner's share, which may reflect the size and registered value of the private unit rather than a simple one-unit-one-vote rule.

Can a small group make decisions for the whole building?

Only within the building's valid procedure and delegated powers. A majority of those attending does not replace an absolute or enhanced majority of all relevant shares when that higher threshold is required.

Can an overseas owner vote by proxy?

This may be possible if the proxy complies with the internal regulations and the applicable rules of representation. The form, scope and verification procedure should be confirmed before the meeting.

Does an owner in arrears automatically lose voting rights?

Not in every case. Any restriction requires a clear legal and regulatory basis, and a disputed charge should be distinguished from an undisputed overdue amount.

Can the property manager spend money urgently without a meeting?

Emergency authority may be necessary to protect life, safety or the building, but the expenditure should be limited, documented, reported to owners and included in subsequent financial accountability.