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When dissolving a Colorado HOA which is Incorporated do the governing documents still exist?

Started by MonikaE1 • 4 replies • 157 views

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MonikaE1 (Colorado)
Posts: 3
Posted:
Our Colorado HOA is incorporated. We have Articles of Incorporation, Covenants, and Bylaws. Our board is circulating a petition to dissolve the HOA and state our governing documents will stay in tact. Will the governing documents survive if the HOA is dissolved?
CathyA3 (Ohio)
Posts: 6,299
Posted:
not a lawyer, but I would assume that the documents would be amended to note the dissolution and/or an additional set of legal documents will be recorded that document the dissolution. They wouldn't just disappear into the ether.

Note: your board needs to be working with the association attorney. That is the person who can answer this question. Ask the board if the attorney has told then that the documents will remain.
TimB4 (Tennessee)
Posts: 21,062
Posted:
The covenants created the HOA and specifies what they maintain and what services they provide.
Filing with the State created the corporation (HOA inc.)

Dissolving a corporation is easy and there are typically 2 ways to do it:
1) simply don't file annual reports with the State.
After a few years, the State will dissolve the Association.

2) Follow the procedures in your Articles of Incorporation or applicable State corporate law to dissolve the corporation.

Associations Should Be Incorporated from a legal firm
From that article, in part:

The paramount advantage of incorporation is that it serves to limit the personal liability of individual Association members for Association obligations. This so-called “corporate shield” helps protect the personal assets of the Association members in the event that the Association is faced with a large judgment or other legal obligation that it is unable to pay from Association funds.

What is the “corporate shield” or “corporate veil”? from a legal dictionary.
Note, if you are not incorporated, you do not have a corporate shield.

Having an HOA and not being a corporation is not a good thing.
See: To Be or Not to Be ... Incorporated

Five Reasons to Incorporate Your Nonprofit Association from nolo

Dissolving the Association would require amending your covenants.
If your Association owns common area, has a requirement to maintain common elements (storm water ponds, roads, etc.) or are required to provide services (trash collection, snow removal, etc.) then those items would have to be dealt with first.
CathyA3 (Ohio)
Posts: 6,299
Posted:
Adding to what Tim said, the corporate shield is what allows individuals to jointly own property without unacceptable levels of risk. Without it, individual homeowners risk being *personally* liable if someone were injured on commonly owned spaces, since insurers generally won't sell policies on property that you don't personally own.

Dissolving a condominium is almost impossible since the common elements form much of the structure of the buildings. Dissolution would involve selling the entire property to investors who would deconvert to rentals or tear things down and re-develop the land.

Based on no evidence whatever, I get the feeling that some number of owners and board members only see the expense side of an HOA and don't believe it's worth the money. They don't see the legal underpinnings and get the bright idea to dissolve. And then the next snowstorm arrives and they realize that they didn't think about who would clear the streets. Or somebody gets hurt and sues, and suddenly there's an uninsured casualty - and the homeowners don't even have a lawyer to represent them. And by the time they get their acts together and find someone, the deadline to respond to the suit has passed and the courts have awarded the plaintiff a million dollar settlement. Of course the plaintiff may have a hard time collecting without suing each owner individually. But people file lawsuits over the dumbest stuff if they think they can shake some money loose from someone.
DeanJ
Posts: 1,786
Posted:
Quote:
Posted By MonikaE1 on 10/25/2024 4:41 AM
Our Colorado HOA is incorporated. We have Articles of Incorporation, Covenants, and Bylaws. Our board is circulating a petition to dissolve the HOA and state our governing documents will stay in tact. Will the governing documents survive if the HOA is dissolved?

In tact? What does that mean?

I think the original documents and a large number of new documents will survive at a county recorders office. Does your deed indicate the property is in an HOA. If it does, are new deeds may be required?

Does your HOA have any common property? Even a small parcel with signs at the entrance? What happens to that and who is responsible for care after the HOA is dissolved?

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