HOA dissolved

Upon being elected President of our HOA, I learned that we were administratively dissolved for not filing required taxes AMA forms since 1989. SOS finally dissolved us in 2017. Testing to determine the best course of action, so seeing if anyone here has experience with this situation. V I’ll also be looking for an HOA attorney. My questions:
- Can the entity be revived after so long in California?
- Are we still legally allowed to charge dues while dissolved?
- If the common area was deeded to the original entity, was it supposed to be divided up amongst the homeowners upon dissolution? What is its current status?
-We have liability and fire insurance in the name of the dissolved entity. I’m assuming this policy is now invalid?
- Anyone have a recommendation of an affordable HOA attorney in NorCal?

Thank you!

Yup. Lots of experience with this, right here, from a neighborhood association vs. developer dispute where I am (believe me or not). Facts:

-- "Dissolved" does not mean "terminated." Nor does "dissolved" means "does not exist anymore." On the contrary: The corporation, in its dissolved status, absolutely still exists and absolutely could still be sued.

-- Yes the corporation can be "revived" or possibly re-incorporated (depends).

-- Any homeowners' association established by the covenants continues regardless of the corporation being dissolved. Covenants are king (as unhappy as this may make some HOA members).

-- Regarding what a "dissolved" HOA corporation can and cannot do, please study this https://www.davis-stirling.com/HOME/S/Suspended-Corporation. Return here with any questions.

-- Regarding common area: When a HOA voluntarily dissolves, it is supposed to be "winding up its affairs," including selling all property titled to the corporation. "Winding up its affairs" is a legal term of art from corporate law.

-- The common area's legal status is that it will remain titled to the HOA corporation until and if the HOA corporation sells it. This is even though the HOA corp is "dissolved." Again "dissolved" does not mean "terminated."

-- I expect the liability and fire insurance policies remain active, but I would also bet the insurer does not like the dissolved status one bit. Get your HOA corporation undissolved a.s.a.p.

Good to know re: the difference between dissolved and terminated. We were terminated by FTB…. Can we still be revived?

I had to look up "FTB" and what it means when the FTB declares a corporation is "terminated." Now I am in over my head. I am merely googling just like you may have.

For what it is worth, "terminated" has an exact meaning in California law here. Above I was using the term colloquially. Much of what I wrote above is cr-p for Californians.

This is a statute section that I think you should read:
https://codes.findlaw.com/ca/corporations-code/corp-sect-2205-5/

Most importantly IMO, the SOS FAQ says this:

Once my company has been FTB administratively terminated, can I revive or reinstate my business?

NO, unfortunately you cannot apply to have your business entity revived/reinstated. However, you may submit a new limited liability company, stock or nonprofit corporation registration to start a new business entity. Visit bizfile.sos.ca.gov for more information on how to start a business.

See https://www.sos.ca.gov/business-programs/business-entities/ftb-admin-notice

For now I presume the new nonprofit corporation can use the name of the old FTB admin terminated corporation. This assumes someone did not already step in and grab the name for the someone's own use.

I could not nail down what happens to the real estate of an "FTB administratively terminated" corporation. Where I am (which is not California), the corporation still holds title to the real estate. I would think this is so in California as well, but I also think California is much more restrictive when it comes to what a corporation that is "FTB administratively terminated" can do. I think I have read case law where a corporation was administratively terminated; some jokers somewhat related to the main parties in the old corporation stepped in; formed a brand new corporation; and lawfully took the name of the admin terminated corporation. The new corporation laid claim to certain real estate previously titled to the old corporation (with the same name). The dispute landed in court. It got sorted out. But it took years and of course cost a fortune.

In other words, straightening things out might become quite messy.

I think it may be more likely than not that insurers can make the HOA's life particularly difficult if the HOA makes an otherwise, perfectly valid claim with the insurer. I would get to a specialized California business attorney (not necessarily a HOA attorney) a.s.a.p.

Again at this point I am sharing only rough impressions based on all of ten minutes of study that you could have (or already have) done.