GA: Declarant (builder) is bankrupt and HOA never transferred to residents

Situation: 33 of 50 lots were developed and sold with an HOA established by the builder under his corporation name through our county. The Sec of State shows that the entity (our HOA) has been dissolved, but the covenants are still on file with the county. 12 of the remaining lots are being sold to another developer, and we want to make sure as a community that the covenants are upheld and that the new builder keeps with the aesthetic and home value of the rest of the neighborhood. The builder's corporation went bankrupt, but the notice of sale of the property says that the control of the HOA will be transferred to the buyer. The lots that are being sold were already previously sold by our builder to another builder, so, if the bank owns them, they were not obtained by the creator of the HOA.

All that being said, does that HOA that was originally created even still exist in some form? If so, how can it be transferred to a new developer from a bank that foreclosed on a builder that had nothing to do with the HOA to begin with?

Yes, the Association still exists.

Currently the bank, and when the property is sold, the new developer will have control of the Association.
It's likely the bank won't do anything but a new developer will.

Homeowners could petition the court to have control of the Association transferred to the membership now vs. when the terms in the CC&Rs or State laws specify.

Amy,

You need to do some research. There are at least two ways in which a corporation may be dissolved. The corporation can file articles of dissolution and the corporation is gone forever. The most common reason for dissolution, however, is that the developer failed to file required annual reports and the Secretary of State's office administratively dissolved the corporation. The most likely scenario is that the developer just stopped filing reports.

There should be a section in your state's corporate code about administrative dissolution. From what I have seen, the most common approach is that the corporation continues to exist but cannot do business as usual until someone gets it reinstated. That probably means filing all the delinquent annual reports and paying all the fees and late charges associated with it.

In your case, you have multiple parties who can lay some sort of claim to being the legimate directors. I doubt that the developer of who has those final lots has much interest in taking control of the HOA because if he did he would have done so already. Your original developer is gone and it's not likely that the banks have any interest in controlling the HOA.

That leaves you 33 homeowners to pick up the reins. Put together a notice for a meeting to elect directors and hold the election. Since there is not likely any funds floating around, the owners will have to pony up some cash to pay off all the fees to reinstate the corporation. Once you have reinstated the corporation, move forward.