S

CONVEYANCING

INTRODUCTION
Conveyancing has been defined as the “process by which legal title to property is transferred
“(Abbey & Richards, 2000, 18).The Council of Licensed Conveyancers in England and Wales on
the other hand defines Conveyancing as “the legal process of transferring a house or flat,
commercial property orpiece of land from one owner to another”.

Classification Of Land In Kenya

Article 61 of the Constitution says that all land in Kenya belongs to the people of Kenya
collectively as a nation, as communities and as individuals.

Therefore, the classification of land in Kenya is either public land, community land or private
land.

Public Land In Kenya

Article 62 of the Constitution defines public land in Kenya.

Classification Of Land In Kenya

Article 61 of the Constitution says that all land in Kenya belongs to the people of Kenya
collectively as a nation, as communities and as individuals.
Therefore, the classification of land in Kenya is either public land, community land or private
land.

Public Land In Kenya

Article 62 of the Constitution defines public land in Kenya.

WHAT IS LAND
 Article 260 of the Constitution land includes:-
 The surface of the earth and the subsurface rock;
 Anybody of water or under the surface;
 Marine waters in the territorial seas and the Exclusive Economic Zone;
 Natural resources completely contained or under the surface and
 Airspace above the surface

THE NEW LAND ACTS Pursuant to the Constitution of Kenya, three Acts of Parliament
have been enacted and came into force on 2nd May, 2012:

Land Act, 2012

Land Registration Act, 2012

National Land Commission Act, 2012

THE REPEALED ACTS The following Acts have been repealed:

The Indian Transfer of Property Act, 1882

The Government Lands Act

The Registration of Titles Act

The Land Titles Act

The Registered Land Act

The Wayleaves Act; and

The Land Acquisition Act

Community Land In Kenya

Article 63 of the Constitution speaks about community land as the second classification of land
in Kenya. Community land shall vest in and be held by communities identified on the basis of
ethnicity, culture or similar community of interest.

Community land in Kenya consists of-

 land lawfully registered in the name of group representatives under the provisions of any
law;
 land lawfully transferred to a specific community by any process of law;
 any other land declared to be community land by an Act of Parliament; and
 land that is-
 lawfully held, managed or used by specific communities as community forests,
grazing areas or shrines;
 ancestral lands and lands traditionally occupied by hunter-gatherer communities;
or
 lawfully held as trust land by the county governments, but not including any
public land held in trust by the county government under Article 62 (2) of the
Constitution.

Any unregistered community land shall be held in trust by county governments on behalf of the
communities for which it is held.

Community land shall not be disposed of or otherwise used except in terms of legislation
specifying the nature and extent of the rights of members of each community individually and
collectively.

HIGHLIGHTS

Highlights of the changes brought by the new Land Acts:

To have one registration system and one Land Registry - Note: this has not yet been
implemented.

Titles to be called certificates of lease or certificates of title - Note: this has not yet been
implemented.

3 categories of land have been created –

public land, community land and private land

New laws have been introduced dealing with ownership of land by non-Kenyan
citizens.
 Consent of spouse to certain transactions is a key change.

Land and Environment Court

Several changes have been brought to laws on leases and the laws on charges.

Format of documents have changed – Note: no forms have been prescribed as yet.
National Land Commission – Note: the Commission is not yet constituted.

Changes have been put in place but a lot remains to be done in terms of implementation
thereby causing uncertainty.

CLASSIFICATION OF LAND

Under the new laws, land has been classified into (a) Public Land; (b) Private Land; and
(c) Community Land. Public land is defined pursuant to Article 62 of the Constitution and
includes unalienated land, land occupied by a State organ, land transferred to the State, land to
which no heir can be identified, minerals, forests, reserves, national parks, water catchment
areas, sea, lakes, rivers, land between high water mark and low water mark, any land not
classified as privateland or community land. The National Land Commission is responsible for
administration of public land. Community land is defined pursuant to Article 63 of the Constitution and
includes land lawfully registered in the name of group representatives, land lawfully transferred to a
specific community and any land declared to be community land by an Act of Parliament. Community
land shall be managed in accordance with the law enacted pursuant to the Constitution. However, the
law has not yet been enacted and the Constitution provides for a 5 year period within which legislation
has to be enacted. Private land includes registered land held by any person under freehold tenure, land
held by any person under leasehold tenure and any other land declared private land under any Act of
Parliament. Land can be converted from one category to another.

OWNERSHIP OF LAND BY NON-KENYAN CITIZENS

A significant change under the new laws is that: freehold land cannot be owned by a non-
Kenyan citizen; and

a leasehold interest of over 99 years cannot be held by a non-Kenyan citizen.

Therefore any freehold land owned by a non-Kenyan citizen is deemed to have been converted
into a 99 year leasehold interest commencing from 27/8/2010 and any leasehold interest with an
unexpired term of over 99 years is deemed to be converted into a 99 year leasehold interest
commencing from 27/8/2010.

As yet there is no procedure in place for conversion of freehold title to leasehold so, for
example, if prior to the coming into effect of the new Constitution a non-Kenyan citizen owned freehold
land and you conduct a land registry search today the result will still show the non-Kenyan citizen as
owning the land on freehold tenure.
 The Constitution states that a body corporate/company is deemed to be a Kenyan citizen only if
it is 100% owned by Kenyan citizens. Therefore a company with even one shareholder who is a non
Kenyan citizen would only be entitled to own a leasehold interest of 99 years or less. It is unclear
whether a freehold title or title with an unexpired term of over 99 years that is owned jointly by a
Kenyan citizen and a non-Kenyan citizen would be converted to a lease of 99 years or whether the
tenure would remain intact.

REVERSION OF TITLE – EXPIRY OF LEASEHOLD TERM .

Section 13(1) of the Land Act provides: “Where any land reverts to the national or county
government after expiry of the leasehold tenure the Commission shall offer to the immediate past
holder of the leasehold interest pre-emptive rights to allocation of the land provided that such lessee is
a Kenyan citizen and that the land is not required by the national or the county government for public
purposes.” (emphasis ours). No such right is available for a non-Kenyan citizen; non-Kenyan citizens
need to check their titles and be aware of the above change. On expiry or termination of a leasehold
term held by a non Kenyan citizen, the land will vest in the national or county government pursuant to
section 12(6) of the Land Act. The land then can be allocated in accordance with criteria prescribed by
the National Land Commission. The Commission has not yet been constituted and therefore there are
no criteria in place.

PREJUDICIAL DISPOSITIONS

Laws

relating to prejudicial dispositions have been introduced under the Land Registration Act. If land
is disposed by a person who is unable to pay his creditors in an attempt to delay or defeat the exercise
by his creditors of any right to recourse to the land or any interest therein, the creditor may apply to
court to set aside the prejudicial disposition. For example, John owns a plot of land and is in debt and is
worried his creditor may obtain a court order to attach his land to recover the debt, John may decide to
transfer his land to a good friend or grant a long lease of his land to a relative so as to prevent the
creditor from attaching his land. If the creditor can prove that John’s intention was to defeat his claim to
John’s property (for example, by proving that John sold his plot at an undervalue price) then the transfer
may be set aside. A transfer would not be set aside against a bona fide purchaser for valuable
consideration who has no knowledge of the creditor’s claim. There is no time frame within which a
prejudicial disposition may be set aside. Banks would need to be careful and include as part of their due
diligence procedure a check that the registered owner proposing to charge his land to the bank did not
acquire the land under a circumstance which could fall under a prejudicial disposition.

RIGHTS OF SPOUSE TO LAND Under the Land Registration Act,

a spouse will acquire an interest in his/her spouse’s land if the spouse contributes by labour or
other means to the productivity, upkeep and improvement of the land. The spouse’s interest shall be
recognized as if it is registered against the title to the land. Under the Land Registration Act, marriage
includes a civil, customary or religious marriage.

CONSENT OF SPOUSE REQUIRED FOR DISPOSITION OF LAND

Where a spouse who holds land or a dwelling house in his/her name individually and undertakes
a sale of that land or dwelling house, the purchaser shall be under duty to inquire whether the spouse
has consented to the sale. If consent has not been obtained and the non-consenting spouse challenges
the sale, then the transfer to the purchaser is void. This could create very serious repercussions for the
purchaser. No timeframe has been specified within which a non-consenting spouse can bring an action
to challenge the sale on the basis that his/her consent was not sought. If the vendor’s spouse refuses to
consent, then this would stop the vendor from being able to sell the vendor’s property. This would also
be applicable when a person wishes to lease his/her land. The requirement for spouse’s consent extends
to all land and is not limited to matrimonial property.

KEY CHANGES IN THE LAWS OF LEASES

Long-term leases Section 54(5) of Land Registration Act provides that the Registrar shall
register long-term leases and issue certificates of lease over apartments, flats, maisonettes, townhouses
or offices having the effect of conferring ownership, if the property is properly geo-referenced and
approved by the statutory body responsible for the survey of land. Geo-referencing is defined as “the
reference of an object using a specific location either on, above or below the earth’s surface”. In lay
terms this means a survey of a property and the preparation of a survey plan. The Commissioner of
Lands has issued a Practice Instruction to all Land Registrars to the effect that until such a time that the
Director of Surveys shall have put in place the process of geo-referencing and approvals by the relevant
statutory body the registration of long term leases shall continue without the requirement of geo-
referencing and in line with the previous procedures.

Unlawful eviction

A new provision dealing with unlawful eviction is part of the new land laws. A tenant who is
evicted contrary to the terms of his lease is immediately relieved of the obligation to pay rent or other
monies due under the lease or from performance of any covenants of the lease. A tenant is considered
as having been evicted if on the commencement of the lease the tenant is unable to obtain possession
of the land or buildings or part thereof as a result of any action or non action of the landlord contrary to
the express or implied terms of the lease. This would arise, for example, when a landlord has entered
into a lease with a tenant in respect of premises to be comprised within a new development but at the
time of the commencement date expressed in the lease the development is not ready such that the
tenant cannot obtain possession of the premises at the commencement date expressed in the lease. A
tenant who is aggrieved as a result of unlawful eviction may commence an action against the landlord
for remedies. Landlords of new developments need to be careful of this provision.

KEY CHANGES IN THE LAWS RELATING TO CHARGES

The Land Act applies to all charges including those created before the commencement of the
Land Act. Types of Charges There are currently only two types of charges that are now capable of
being created under the new land regime. These are: o Informal charges The New Laws now recognize a
form of charge known as an informal charge that can be created quite simply. The charge can take 2
forms: a written and witnessed undertaking, the clear intention of which is to charge the chargor’s
land, for example, a letter of offer requiring a charge to be created which is consented to by the
borrower may now be construed to be an informal charge; and a chargor depositing documents of title
to the land, for example, a certificate of title or a certificate of lease

It is possible to register an informal charge so banks are likely, in the interest of time, to take this
type of charge as they await the formalities of preparation of a formal charge. However it is not likely to
be a popular security as a chargee holding an informal charge may only take possession of or sell the
land on obtaining a court order to that effect. o Formal charges Formal charges only take effect on
registration and a chargee cannot exercise any of its remedies under the charge unless it is so registered.
Titles issued under Government Lands Act and Land Titles Act Titles to GLA and LTA property are not
deemed to be titles under the new Act and will need to be examined and re-issued. In addition, unlike
the registers for RTA and RLA land that will continue to be maintained, the register of GLA and LTA land
will need to be prepared afresh. Accordingly, until this process is done, it will not be possible for a bank
to take security over GLA and LTA land. This means that if the land you are holding has a GLA or LTA title,
it will not be possible to offer this land as security until new titles are issued. Transfer of charges The
Act recognises transfers of charges at the request of the chargor in writing at any time other than when
a chargee has taken possession. A similar request may be made by the following persons, subject to the
consent of the chargor: o any person who has an interest in the land that has been charged; o any surety
for payment of the amount secured by the charge; and o any creditor of the chargor who has obtained a
decree for sale of the charged land (it is not clear though why a creditor would need the chargor’s
consent if he has a decree). The chargee on receiving written request and on payment of the amount
secured by the person(s) making the request and the performance of all obligations secured by the
charge shall transfer the charge to the person named in the written request. There is a section under the
Finance Act amending the Stamp Duty Act to the effect that stamp duty will not be charged when a
person transfers a charge from one bank to another. This section came into effect on 2nd May, 2012.
Fetter to Right to Discharge A chargor is entitled to discharge a charge at any time prior to the sale of
charged land. Any provision that seeks to deprive the chargor of the right to discharge or fetter the
exercise of this right or stipulates a collateral advantage that is unfair or unconscionable or inconsistent
with the right to discharge is void. A chargee may provide in a charge that a chargor may exercise its
right to terminate a charge before expiry of its term and such chargor, (i) shall give one month’s notice;
or (ii) shall pay one month’s interest at the prevailing interest rate or a lesser rate as may be agreed and
all other monies secured by the charge. Reopening of charges The Land Act has now vested on the
court the power to re-open a charge. This essentially means that even though all the formalities and
approvals were in place at the time of entering into a charge and a valid security is created, the court
may “re-open” the charge or a chargor, chargee or the Land Registrar may apply to court to reopen a
charge.

QUESTION B

The LRA and the LA were enacted pursuant to Article 68 of the Constitution which
mandates parliament to revise, consolidate and rationalize the existing land laws in the country.•
The preamble to the LA provides that the purpose of the LA is to: • give effect to Article 68 of
the Constitution; • revise, consolidate and rationalize land laws; • provide for the sustainable
administration and management of land and land-based resources and for connected purposes.•
The LA is intended to be henceforth the substantive law governing land in Kenya. • It provides
for the legal regime that will govern, inter alia, the administration and management of public
land and private land; contracts over land, leases, charges, compulsory acquisition, easements
and related rights. Section 3(1) provides that the Act shall apply to all land declared as: • (a)
public land under Article 62 of the Constitution; • (b) private land under Article 64 of the
Constitution; and • (c) community land under Article 63 of the Constitution and any other written
law relating to community land.Section 4 sets out values and principles of land management and
administration which are binding on and are to be adhered to by all • state organs, • state officers,
• public officers and all persons whenever any of them enacts, applies or interprets any
provisions of the LA or makes or implements public policy decisions. These values and
principles are: (a) equitable access to land; (b) security of land rights; (c) sustainable and
productive management of land resources; (d) transparent and cost effective administration of
land; (e) conservation and protection of ecologically sensitive areas; (f) elimination of gender
discrimination in law, customs and practices related to land and property in land; (h)
encouragement of communities to settle land disputes through recognized local community
initiatives.• In section 5, the LA recognizes the following forms of land tenure: (a) freehold; (b)
leasehold; (c) such forms of partial interest as may be defined in the Act or other law, including
but not limited to easements; and (d) customary land rights, where consistent with the
Constitution.ACQUISITION OF TITLE TO LAND • Section 7 provides that title to land may be
acquired through: (a) allocation (“allocation” is vaguely defined in section 2 as “the legal process
of granting rights to land”); (b) land adjudication process; (c) compulsory acquisition; (d)
prescription; (e) settlement programs; (f) transmissions; (g) transfers; (h) long term leases
exceeding twenty one years created out of private land; or (i) any other manner prescribed in an
Act of Parliament.The Sectional Properties Act • An Act of parliament to provide for the division
of buildings into units to be owned by individual proprietors and common property to be owned
by proprietors of the units as tenants in common and to provide for the use and management of
the units and common property and for connected purposes.• The Previous Act had been passed
into Law on 23rd December 1987 but the actual date of commencement was 1st April 1990. •
The Act is NOT one of the Acts that was repealed by the Land Act and the Land Registration
Act which repealed the old land registration regimes. • The Current Act came into force in
December 2020 • Land is brought under operation of the Act through registration of a Sectional
Plan.• What is a sectional plan? • According the Act it is a Plan registered in the Land Registry
that: • Must be described in the heading of the plan as a sectional plan; • Delineates the external
surface boundaries of the parcel and the location of the building in relation to them; • Bears a
statement containing those particulars as may be necessary to identify the title to the parcel;•
Includes a drawing illustrating the units and distinguishing the units by numbers or other
symbols; • defines the boundaries of each unit; • show the approximate floor area of each unit; •
Has endorsed on it a schedule specifying in whole numbers the unit factor for each unit in the
parcel;• According to the Land Registration Act, a “sectional plan” means a geo-referenced plan
of units or a part of land as the case may be prepared by a surveyor and approved by the statutory
body responsible survey of land and a “sectional unit” means a space that is situated within a
building and described in a sectional plan by reference to floors, walls and ceilings within the
buildings.

SECTIONAL PROPERTY:
this section discusses how sectional titles are created, the concrete steps to be taken obtain the
same in Kenya and conversion of existing sub-leases.
This is the second of a two part series seeking to demystify sectional title ownership in Kenya. In
today’s blog, we discuss how sectional titles are created and the concrete steps to be taken obtain
the same. We shall also discuss the conversion of existing sub-leases into sectional titles.

1. How are sectional titles created in Kenya

This process is initiated by the registration of a sectional plan. A sectional plan is drawn up by a
licensed surveyor. The plan must be lodged together with an application for registration of the
corporation which will manage the common areas for the estate or development and a list of all
unit owners in the estate development. This sectional plan must be based on the building plans
which were approved by the County Government when the estate development was being
erected.
 There are official fees that must be paid for the registration of the sectional plan of each unit in
the estate development. Once these are paid, a certificate of title is issued in respect of each unit.
This certificate of title indicates each unit’s share in the estate land or common property. The
register for the estate land or the Mother Title is first closed and any interests which were noted
thereon are transferred to the registers for each unit.
For the purpose of assessment of rates and ground rent by a rating authority, each unit constitutes
a separate parcel of land. Each unit owner therefore individually bears his proportionate share in
the rates and rent.

2. What is a Sectional Plan

A sectional plan is a drawing representing the entire parcel of land on which the sectional
housing units or an estate are erected. It can include:

 a block plan showing the general layout of the estate development

 Boundaries
 location of registered exclusive use areas (if any)
 beacons and certain measured distances as well as a floor plan showing each unit in the estate
development and (if a building is multi storied)
 the units and parts of the units on each floor and
 any part of the building that is common property, walkways, stairwells, service rooms etc.

A sectional plan should have:

 a heading
 details of the parcel of land
 The number of units and user of the units and such other prescribed details,

A sectional plan must be accompanied by a statement by the surveyor that the buildings or units
depicted in the plan are in the referenced parcel of land. The County Government must certify
that the buildings in the sectional plan are as approved by it and the sectional plan must be signed
and sealed by the office or authority responsible for survey (the Director of Surveys).
Upon registration of the sectional plan, a corporation will be formed by operation of the law and
the Registrar shall issue a certificate of registration for the corporation to manage the estate
development.

3. What are The penalties of not complying with the Sectional Properties Act?
There is a general fine of KES 250,000.00 for contravention of the Act by any person. The same
penalty applies to board members of the corporation where the corporation is in default.
Developers and homeowners also need to take note that creating developments without
registering sectional plans and selling or renting premises without sectional plans attracts a fine
of KES 20,000,000/= or imprisonment of one year.
What are the current developments in Practice
On 9th May, 2021, the Cabinet Secretary for the Ministry of Lands and Physical Planning issued
a notice indicating its intention to discontinue registration of long term leases and calling for the
implementation of the Act.
The deadline for conversion of long-term sub-leases is December, 2022. Although the process
has had challenges, the Ministry is now issuing sectional titles under the Sectional Properties
Act, 2020.

4. What happens to existing sub-leases?

Section 13(2) of the Sectional Properties Act requires that all existing long term sub-leases of
apartments, flat, maisonette, town house or an office to be reviewed to conform with the Act
within two (2) years from December, 2020. This means the long-term sub-leases must be
converted to sectional titles. After conversion, the sub-leases will fall away and the sectional
titles will come into place.
A developer, a management company or an owner of a unit can initiate the conversion of long
term sub-leases into sectional titles. The law allows the Registrar to dispense with the production
of the original title if the developer is not willing or is unavailable to surrender the title to the
parcel for the purposes of conversion.
VERYTHING YOU NEED TO KNOW ABOUT SECTIONAL PROPERTIES IN KENYA

1. What does this Act seek to implement?

The Act provides for the enforcement of Sectional Titles which bestow separate ownership of a unit within a
group-owned complex or development. A Sectional title can be issued for an apartment, flat, maisonette,
townhouse or for office units.

A Sectional Title of a unit also confers rights to the ownership of a share of the common property with other
unit owners in the building or development. In a residential estate, a homeowner will exclusively own their
apartment and jointly own the compound or driveways in the estate with the other homeowners in undivided
shares as tenants in common.

It establishes a corporation which comprises all homeowners of units within an estate development. The
corporation’s core mandate is to take care of the common areas of the Estate. The parking bays, walkways,
garden areas, playgrounds and so forth. The advantage of the corporation is that it is not a company under the
Companies Act. There are no filing fees or incorporation costs payable for its set up. Also unit owners
automatically become members by owning the unit. The developer doesn’t have to allot shares to them.

2. What are the main differences between The Sectional Properties Act 2020 and the Repealed Act?

Previously, the structure for ownership of units or apartments in Kenya has been through sub-leases. A sublease
is the re-renting of property by an existing tenant to a new third party for a portion of the tenant's existing
lease contract.
An example is whereby a developer would buy a piece of land and erect a block of flats. He would then form a
management company under the Companies Act of Kenya. He would sell the units or apartments to purchasers
through sub-leases of 99 years. With each unit sold, he would allot the buyer or homeowner a share in the
management company.

Since the homeowners were holding sub-leases, they were dependent on the Mother Title which was held by
either the developer or the management company. Their sub-leases were borne from the Mother Title and
could not exist independently of the Mother Title.

Secondly, the 2020 Act applies to leasehold properties with unexpired residue terms of not less than 21 years
while the threshold under the Repealed Act was 45 years.

Furthermore, previously an owner renting out their unit was required to disclose to the Corporation the amount
of rent chargeable to the unit as well as pay a deposit to the Corporation for maintenance, repair and or
replacement of the common property. This is not a requirement under the new law which recognizes the
autonomy of an individual unit owner to deal with their individual unit as they please.

It is also important to note that, under the repealed law, any disputes relating to the contravention of the by-
laws of the Corporation were referred to a tribunal established under the Landlords and Tenants Act. Under the
new law, disputes in relation to contravention of the by-laws are referred to the Committee which is an internal
dispute resolution mechanism of the Corporation.

3. Who is entitled to a Sectional Title?

The Sectional properties Act applies to both Kenyan Citizens and Foreigners.

Foreigners, however, can only hold leasehold sectional titles of up to 99 years only while Kenyan citizens can
hold both leasehold sectional titles of more than 99 years and freehold sectional titles in accordance to article
65 of the Constitution of Kenya.

4. How does the Sectional Properties Act 2020 Advantage me?

Simplification of Registration Process - The new law seeks to simplify the process of registration of sectional
properties and create an enabling environment for investors and property owners. Sale transactions have been
extensively simplified since individual sectional titles can be transferred in the typical way that land is
transferred. Cumbersome lease documents will no longer be required.

Access to Financing - The sectional regime increases access to financing. By simplifying the process of
obtaining title documents for the units, unit owners can easily secure financing by charging the units in favor of
the lenders. Lenders and financiers are motivated to offer credit facilities to the individual unit owners as they
may now charge the individual units directly without requiring the consent of the developer and or the
manager.

Less Expenses - Purchase of sectional units may be less costly since the Purchaser will not be required to incur
costs for transfer of reversionary interests among other costs.

Safer Option for Unit Owners - Sectional developments are regulated by the comprehensive provisions of the
Act and the by-laws of the management corporation. The rules also prescribe disclosure requirements which
enable purchasers to be informed of the status of the development including any existing encumbrances when
purchasing a sectional unit.

5. Can I Convert my lease registered under LRA to a sectional unit under the new Act?

Yes, provided it is over 21 years. The developer, owner or the management company can apply for conversion
of the units under conditions set out in the Act.
Where shares in the management company have been transferred to the owners, the conversion can be
initiated by the management company. If the shares in the management company have not been issued to the
owners as per agreement and the management company has failed to apply for conversion under paragraph,
any owner or owners may apply for conversion.

A developer can also apply for conversion, if a developer fails to apply for conversion, the management
company or any owner or owners may apply for registration. If the developer is not willing or is unavailable to
surrender the title to the parcel for conversion. The Registrar shall register a restriction against the title of the
parcel to prevent any further dealings on it if a proprietor or developer fails to comply.

6. What effect will registering a sectional plan have?

The register relating to the mother title will be closed and its title deed will be surrendered to the land registry.
A separate register will then opened for every sectional unit. Certificates of title (for freehold land) or certificates
of lease (for leasehold land) will be issued for each sectional unit at a fee.

7. Who pays land rent and land rates in a sectional development?

Each sectional unit owner will pay the land rent and rates for their individual unit. This will no longer be the
responsibility of the management entity.

8. Can the sectional status be terminated and if so, how?

Yes, sectional status can be terminated by:

 A unanimous resolution of the corporation;

 Substantial or total damage to the building; or

 Compulsory acquisition.