Neighbors in Saint Charles may want to bad together to set standards for their communities through a homeowners association, yet may not want to have to tackle the complexity that comes with incorporating with the state. The danger in this is that if an unincorporated HOA is sued, each member can be held personally liable (as opposed to limiting liability to the Board of Directors). Plus, with the state paving the way for such groups to incorporate as non-profit organizations (per Section 355.025 of Missouri’s Nonprofit Corporation Law), why would homeowners not want to enjoy the advantages that come with such a distinction?
An important element of incorporating is submitting articles of incorporation to the Missouri Secretary of State’s office. According to the Missouri Revisor of Statutes, such articles must contain the following information:
- The formal name of the HOA
- A statement recognizing that the HOA is intended to be a mutual benefit corporation
- The address of the HOA’s registered office
- The address of the person(s) filing the articles of incorporation
- A statement recognizes that the HOA will have members
- Details regarding the plan for the distribution of the HOA’s assets should it dissolve
Elements that could be included in an HOA’s articles of incorporation (but are not required) include the details regarding why the HOA is being formed, along with the contact information for the one who will be serving as its initial director. One might notice that no mention is made of needing to include the HOA’s bylaws. Such details are not required to be submitted with the articles of incorporation due to their fluidity (some groups may have not yet created them, others may recognize that they change often enough that versions submitted to the state may quickly become obsolete).