Condo name change

Started by FredB4 • 10 replies • 2737 views

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FredB4 (Ohio)
Posts: 375

Posted:

I am wondering if anyone has gone through the process of changing a condo's name. Does that require owner approval or can it be done by the board ? How complicated is the process ? Our current name is linked to 3 other condo associations simply because we were built by the same developer. There is no other connection although realtors etc. lump us all together as one. Thanks for any help you can give.

LarryB13 (Arizona)
Posts: 4,099

Posted:

I have no experience with this but I think there is a lot more to it than you realize.

The plats filed with the county may refer to your condo's current name. All deeds will also reference the plat and probably the name. This means recording something with the county to show there has been a name change.

Your declaration also references the current condo name and establishes an owners association most likely incorporating that name. This means amending your declaration and recording the new one. It will depend on state law as to whether the board can do this without owner approval. If neither state law nor the declaration itself grants that authority to the board, then the owners must approve the amendment.

The articles of incorporation will also require amendment to reflect the new name. If bylaws are recorded they will also require amendment to change the name.

There may be other governmental entities that must be notified. IRS, for one.

This is no small task.

FredB4 (Ohio)
Posts: 375

Posted:

Thanks Larry for some interesting points.

We did find out that none of the documents actually change. The new name is recorded with the county recorder's office and it is automatically linked to the original name and documents. If someone went to the recorder's office looking for documents for the new name, they would receive copies of the original documents. It would be new name aka (also known as) original name. I'm thinking that the opposite would be true as well- original name aka new name.

The new name has to be approved and recorded by the state - with a small fee of course.

Not sure how the IRS would work though, but I'm thinking official documents might require both names.

The vast majority of owners are in favor of the name change and since there is no actual amendment of the documents, the board is hoping that they can change the name without going through our very long difficult process of amending documents.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Sounds like you are filing for a fictitious name. The state's corporate data base will link your fictitious name to your corporate name.

Should not be any government issues.

May be some contractual issues. Assuming your corp name is ABC Inc. and your fictitious name is XYZ Association, you may want to sign your contracts as:

ABC, Inc. d/b/a XYZ Association.

d/b/a = doing business as.

Sikubali jukumu. Read all posts at your own risk.

FredB4 (Ohio)
Posts: 375

Posted:

interesting point. Not sure if fictitious is how I would describe it. We are a not for profit corporation wanting to be known by a different name.

Anyway, my main question is whether the Board of Directors can do this on their own since we wouldn't actually be amending the Declaration which is a long complicated process.

DouglasK1 (Florida)
Posts: 2,046

Posted:

Quote:

Posted By FredB4 on 07/22/2015 2:21 PM
interesting point. Not sure if fictitious is how I would describe it. We are a not for profit corporation wanting to be known by a different name.

Anyway, my main question is whether the Board of Directors can do this on their own since we wouldn't actually be amending the Declaration which is a long complicated process.

Just to be clear, a "fictitious" name is one filed with the state authority that registers corporations, but for an entity that is not a corporation. At one time I had my own business, but didn't incorporate, I just kept it as a sole proprietorship. However I did operate under a company name. To be able to open bank accounts and other such stuff under that name, I had to register the fictitious name with the state and get a certificate similar to a corporate filing.

If you are able to rename the corporation, then you wouldn't need a fictitious name filing. If you can't or decide not to change the corporate name for some reason, the fictitious name filing would make it official that you are operating under that name.

Escaped former treasurer and director of a self managed association.

GenoS (Florida)
Posts: 4,276

Posted:

Corporations can operate their business(es) under ficticious names. If my corporation owns two hotels it can certainly operate one as "The Palms of Dumpwater" and the other as "Treasure Reef" so long as the proper registration of the names is done.

Fictitious Names FAQ (State of Florida website)

Fla. Stat. 865.09(3)(c)(another State of Florida website)

It's completely legal if done the right way.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

"Fictitious" is the technical term.

Our board registered a fictitious name decades ago, when they learned that the name we had been using was not our actual corporate name.

No vote of the membership was taken. No amendment to declaration needed.

Sikubali jukumu. Read all posts at your own risk.

FredB4 (Ohio)
Posts: 375

Posted:

Thanks guys for clearing up the fictitious wording. That does sound like what we need to do. I do know that the official name and documents have to remain the same. NpS I hope you are right.

PitA
Posts: 1,416

Posted:

Contact your state's 'Secretary of State'.

You will merely need to file an amended 'Articles of Incorporation' / Name Change.

THEY will automatically cross-reference the 'listings'.

Remember:

your corp. owns NOTHING

merely operates and maintains

FredB4 (Ohio)
Posts: 375

Posted:

Thanks PitA.

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