Challenging an Owners' Association resolution: which defects lead to annulment?
Audit committee of a single member: 2024 annual accounts and discharge annulled
Two apartment owners and a private limited company (BV) are members of an Owners' Association and ask the subdistrict court to annul several resolutions of the general members' meeting of 30 June 2025. One of those resolutions concerns the adoption of the annual accounts for 2024 and the discharge of the board. That resolution falls — but not in the way the applicants had argued.
The crux: on 27 March 2025 a member of the audit committee was appointed as a director of the Owners' Association. As a result — as the Owners' Association itself submitted — she automatically ceased to be a member of the audit committee. Until the appointment of a second member on 30 June 2025, the audit committee therefore consisted of only one person. The advice on the annual accounts was issued on 13 May 2025, precisely within that intervening period.
Under Section 2:48(2) DCC — and the identically worded Article 58.2 of the deed of division (splitsingsakte) — an audit committee must consist of at least two members. Membership is, moreover, incompatible with the office of director. The Owners' Association could not save itself: the committee was simply too small to give valid advice.
Marginal review: voidable, not void
The subdistrict court reviews resolutions of the general members' meeting with restraint. The meeting is a democratic body; the court is not there to take better decisions or to correct financial disadvantage. Under Section 2:15(1) DCC a resolution is voidable if it is contrary to reasonableness and fairness, or if it was adopted in breach of statutory provisions or provisions of the articles. Nullity under Section 2:14 DCC requires a more fundamental defect.
The audit committee defect is not fundamental enough for nullity — the resolution is valid by operation of law until the subdistrict court annuls it. But annulment does follow: without valid advice from a lawfully constituted audit committee, the resolution on the annual accounts and discharge was defectively adopted. The subdistrict court annuls it.
Two other resolutions fall on a different ground. The Owners' Association resolved to charge the costs of an extra meeting (€1,470) and the legal fees for advice on an audio recording (€1,800) to individual members. The starting point is that Owners' Association costs are borne by all members jointly, in proportion to their fractional shares. Charging them to a single member is quickly contrary to reasonableness and fairness, unless there is good reason for it. That reason was absent here — in both cases.
What does this mean for Owners' Association directors and apartment owners?
For directors the lesson is concrete: check the composition of the audit committee before it issues its advice. If a vacancy arises — because a member becomes a director, dies or resigns — it must be filled before the advice is given. If that does not happen, the resolutions on the annual accounts and discharge are open to challenge. A director who is discharged on the basis of defective advice does not hold a solid discharge.
For members who wish to challenge a resolution: the deadline is short. Under Section 5:130 DCC the petition must be filed within one month after the member has become aware of the resolution. Miss that deadline and the right lapses. The Real Estate & Construction practice regularly advises apartment owners and Owners' Association directors on disputes of this kind. See also the earlier analyses on tenancy law and apartment rights.
Frequently asked questions
How long do I have to challenge an Owners' Association resolution?
Under Section 5:130 DCC you have one month from the moment you became aware of the resolution. The deadline therefore does not run automatically from the meeting date, but from your becoming aware of it. If you wait too long, the right to request annulment lapses — regardless of how defective the resolution was.
What is the difference between a void and a voidable Owners' Association resolution?
A void resolution (Section 2:14 DCC) is invalid by operation of law — you do not need to go to court. A voidable resolution (Section 2:15 DCC) is valid until the subdistrict court annuls it at your request. In practice most procedural defects are voidable, not void. Only fundamental defects lead to nullity.
May an Owners' Association charge costs to a single member?
Only if there is good reason to do so. The starting point is that Owners' Association costs are borne by all members jointly, in proportion to their fractional shares. Charging them to a single individual member — for meeting costs or legal fees — is quickly contrary to reasonableness and fairness. Sending an unjustified formal demand is not sufficient for this.
ECLI:NL:RBDHA:2026:3249, District Court of The Hague (subdistrict court), 23 February 2026
Cited case law
District Courts: ECLI:NL:RBDHA:2026:3249