Developer run HOA let Corporation Cancel. HOA Valid?

Our entire HOA is a developer run mess. The Neighborhood was founded in 2006 with 70 lots. The developer still owns 17 and hasn't turned over control to the owners. The """"" Homeowner's Association, Inc wasn't formed until 2010, but only registered until 2012, and was dissolved 12/31/2015 for what we're guessing is failure to maintain registration with the state.

Do we have a valid Homeowner's association? Because the developer has not kept the corporation current or active, is it now invalid?

It reads:

"ASSOCIATION" shall mean "" """ Homeowner's Association, Inc., a Georgia non-profit membership corporation which Developer shall cause to be incorporated for the purpose of succeeding to Developer's ownership of all Common Property and to Developer's administration and enforcement of this Declaration."

My question is, if the corporation is dissolved, how can it administer and enforce the declaration?

Are you saying that the Annual Report was not registered with the State?

or that a letter was written to the IRS dissolving the corporation?

If it's just the annual report, you can pay a small penalty and get current as a corporation operating in the state.

If it's an IRS issue, then it gets complicated as an HOA with CCRs. File corporation papers ASAP.

Hm, hostile gobbledygook - if they're working to reestablish the HOA, all they had to do is say so.

So, that leaves my other suggestion - talk to an attorney. I imagine you need to know the answer because you want to know what your rights and responsibilities will be once the homeowners take over, when exactly will that happen, what will the association be responsible for (the common areas), etc. Maybe they'll act right if they're contacted by the attorney.

I don't think they know that we know it's been dissolved. We just moved into the neighborhood in October, and January was the first meeting that has been held in over 3 years. After asking some general questions and getting firmly rebuffed, a few of us started digging a little more into the CC&R and the Georgia Property Owner's Association Act and found out the HOA corporation is dissolved. We honestly don't know what to do at this point other than get an attorney.

Tim,

The OP quoted his CC&R's at the outset of this thread: "ASSOCIATION" shall mean "" """ Homeowner's Association, Inc., a Georgia non-profit membership corporation which Developer shall cause to be incorporated for the purpose of succeeding to Developer's ownership of all Common Property and to Developer's administration and enforcement of this Declaration."

There is no room in that clause for an unincorporated association and that is not what the homeowners bargained for. The developer imposed certain duties and responsibility upon himself and then failed to live up to his part of the deal.

I would advise consulting an attorney as it is not the job of the homeowners to do the developer's work. Reinstating a dissolved corporation can be very expensive and that expense should fall on the shoulders of the developer.

In some states (and maybe all) administrative dissolution does not terminate the corporation but does prevent the corporation from carrying on business as usual. In my state, a corporation that does not seek reinstatement may only engage in those activities to wind down the business. This HOA probably has no lawful authority to levy or collect assessments, issue fines, record liens, or seek foreclosure.

Forgot to add that I agree with you that the expense should fall on the shoulders of the developer. Realistically, I don't think it will.

Jeremy,

My advice would be to retain counsel for the purpose of having the HOA placed under a court-appointed receiver. As a party to the contract created by the CC&R's, you have the right to enforce the benefits of what you bargained for. Since the developer has not held up his end of the agreement and apparently responds with hostility, the court will likely assess all costs, including your attorney's fees, against the developer.