Somebody asks for the articles of incorporation. A lender, a title company, a lawyer, a new director who wants to read what she just joined. The board looks at each other, and the answer is that the articles are in a box that went to a former president who moved to Arizona.
You don't need the box. The articles were filed with the state, and the state kept them. Here's how to get a copy, in the order that works.
Step one: search the Secretary of State
States run business entity registries, usually under the Secretary of State, sometimes under a Department of State or a Corporations Division, and a public search is the norm. If the search hits, you'll see the entity record: legal name, entity type, filing date, status, registered agent, and a document list that normally includes the original articles and every amendment since.
The filing date on that record is your incorporation date. The status field tells you whether the entity is active; an entity that reads "inactive" or "administratively dissolved" needs attention before anything else on this list.
Nolo's overview of an association's governing documents describes the HOA as "typically created by filing articles of incorporation for a nonprofit organization with the secretary of state where the development is located," and adds that some states allow unincorporated associations. If your search turns up nothing under any spelling, that second possibility is on the table, and it's worth a conversation with counsel before assuming the corporation exists.
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Step two: try the legal name, not the sign
A common reason a search fails is that the entity isn't filed under the name on the entrance monument. Developers file under the project name they were using at the time, then market the community under something warmer. "Oak Creek Estates" on the sign may be "Oak Creek Property Owners Association, Inc." at the state, or "OCE Homeowners Association" or the name of a phase that was later absorbed.
Try these in order: the community name plus "Homeowners Association," "Property Owners Association," "Community Association" and "Owners Association"; the name without the suffix "Inc."; the developer's name, since a search on the developer often lists every entity they formed; and the name printed on your assessment invoice or your closing documents, which is usually the legal one.
If you still can't find it, the recorded CC&Rs usually name the association near the top. Pull them from the county recorder, read the exact name, and search that.
Step three: order a certified copy
The registry's document list may let you view or download the articles directly. That copy is fine for the board's own use. When a lender, a court or a title company asks, they often want a certified copy, which is the same document with the state's seal and a certification that it's a true copy of what's on file. Order it through the same portal; the fee varies by state.
Order the amendments at the same time. An association that has changed its name, its registered agent or its purpose clause will have articles of amendment on file, and the original articles alone won't describe the corporation as it exists today.
Step four: check the county when the filing predates the web
State registries went online at different times, and many only digitized filings from a certain year forward. An association incorporated in 1978 may show up as an entity with a filing date and nothing else. In that case, request the paper file from the state, which many states will retrieve for a fee, and check the county recorder as well: in some states the original articles were recorded with the declaration, and in others the developer recorded them voluntarily.
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Florida makes this double-check part of the association's own duty. Section 720.303 requires an association operating a community to be a Florida corporation, requires an association incorporated after October 1, 1995, to have its initial governing documents recorded in the county's official records, and lists a copy of the articles and every amendment among the official records the association itself has to keep. Other states' lists differ, but the state has a copy, the county may have a copy, and the association should keep one regardless.
Once you have it
Read it. The articles are short, usually two to four pages, and each section does one job: the name, the purpose, who the members are, how directors are chosen, where the registered agent sits. Then put the copy where the next board will find it, alongside the bylaws and the CC&Rs, and note the entity's legal name and registered agent somewhere the treasurer and the secretary both see.
Owners can ask to see this document too. An articles request is one of the simplest records requests a board will ever get, and a board that can produce the articles in a day looks like a board that has the rest of its records in order.
If you're new to this series, start with Your HOA Is a Corporation. Here Is What That Means, and the filing guide covers how to create the articles when there aren't any yet.
Related Reading
- Articles of Incorporation for an HOA: What They Are and How to File Them
- How to Find Out Who Your HOA Is (And What to Do If You Can't)
- HOA Records Requests: What Your Board Must Provide
- HOA Document Retention: What to Keep and How Long
A board that stores the articles, the bylaws and every amendment in one place, visible to every director, doesn't have to go looking again. That's the document library on HOA-OS, included on every plan, and the 30-day trial asks for no credit card.