Annual Registrations for Community Associations

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By: Amy H. Bray

There are a number of things a Georgia community association needs to do each year, regardless of whether it is a condominium association, a homeowners’ association, or even a commercial owners’ association.  However, one of the more important tasks is commonly overlooked.

Each year a community association, as a nonprofit corporation, must file its annual registration with the Georgia Secretary of State, pursuant to Section 14-3-1622 of the Official Code of Georgia.  Failure to file the annual registration (and pay the administrative fee) puts the association at risk of being administratively dissolved. 

If the association is administratively dissolved, it continues to have a “corporate existence” but (and here’s the kicker) it can not “carry on any business except that necessary to wind up and liquidate its business and affairs.”  (See Section 14-3-1421(c) of the Official Code of Georgia.)   Such a dissolution becomes permanent if the association is not reinstated before five years after the administrative dissolution.

If the association is reinstated during that time period, though, the reinstatement relates back to the administrative dissolution.  The association would then be able to carry on as if the dissolution had not occurred.  However, it is very important to understand that if there are actions pending, particularly lawsuits, that the status of the association matters and timing issues, in addition to the ones discussed here, matter too.

This past fall, the Georgia Secretary of State administratively dissolved a number of nonprofit corporations for failure to file registrations. 

Many associations are unaware that their association was administratively dissolved, for a variety of reasons.  The most common reasons are that the old registration sends notices to a person who is no longer on the board of directors, no longer lives in the community, or just is focusing on other things going on in his or her life. 

Regardless, it is a good idea to check the status of your association and bring it up to date, if necessary.  The process to reinstate is fairly easy and can be accomplished via the instructions on the Georgia Secretary of State’s website.  Keep in mind that there are limitations on who can accomplish a reinstatement, though.  If you think you need assistance, be sure to seek competent legal counsel. 

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 Amy H. Bray is a Georgia attorney, focusing her practice in community association and real estate law matters. 

 Her firm, Andersen, Tate & Carr, P.C., works with all manner of clients in business and personal matters, providing “big firm” sophistication with suburban law firm attention and service.

Website: www.atclawfirm.com

Blog: www.andersentatecarr.wordpress.com

 Copyright © 2009 & 2010, Amy H. Bray & Andersen, Tate & Carr, P.C.