Are articles of incorporation the same as bylaws?

No. Articles create the corporation and are filed with the state. Bylaws are the internal operating rules for the board and members and are usually adopted by the association rather than filed with the state.

Does every HOA have articles of incorporation?

No. Many HOAs are incorporated, usually as nonprofit corporations, but some operate as unincorporated associations. California law, for example, contemplates that an association may not be incorporated and requires a written statement to that effect at sale.

Where can I get a copy of my HOA's articles?

Start with your association or management company, since governing documents are typically provided at closing. You can also request a copy from the state filing office where the association was incorporated.

Can the articles be changed?

Yes, but only through the amendment process in the governing documents and state law, which usually includes a vote and a filing with the state. Ask an attorney before attempting an amendment.

HOA Glossary

Articles of Incorporation for an HOA

Articles of incorporation are the founding document filed with a state, usually the Secretary of State or a similar office, to create a corporation. For an HOA, they establish the association as a legal entity, typically a nonprofit corporation, and state its name, purpose, address and registered agent.

What articles of incorporation are

Articles of incorporation are the short public filing that brings a corporation into legal existence. Once the state accepts them, the corporation is its own legal entity, separate from the people who run it. That separation is why a community can sign contracts, hold bank accounts, carry insurance and be named in a lawsuit as one association instead of through hundreds of individual owners.

The same document is called a certificate of incorporation or a certificate of formation in some states. The name varies, but the job is the same.

Why HOAs use them

Most homeowners associations are organized as nonprofit corporations, although not every community is incorporated, so check your own records. Developers commonly file the articles early, often before the first home is sold, so that an entity exists to take title to common areas and later be turned over to the owners.

Articles are only one layer of an HOA's governing documents. They sit alongside the declaration and the bylaws, and each does a different job:

A practical way to remember the difference is to think of three layers. The articles answer the question of whether the association legally exists. The declaration answers what owners must and must not do with their property. The bylaws answer how the association makes decisions. A community needs all of them to function, and a problem in one, such as a lapsed corporate status, can create headaches for the others.

Articles of incorporation create the corporate entity and are filed with the state.
The declaration (often called CC&Rs) is recorded against the land and sets use restrictions and the duty to pay assessments.
The bylaws are the internal rulebook for board elections, meetings, officer duties and voting.
Rules and regulations are the day to day policies the board adopts under authority from those documents.

What articles typically contain

Required contents are set by each state's nonprofit corporation law, so they are short and fairly standardized. Michigan's Nonprofit Corporation Act, for example, lists items such as the corporation's name, its purposes, whether it is formed on a membership or directorship basis, the address of its registered office and resident agent, and the names and addresses of the incorporators (MCL 450.2202). California's mutual benefit corporation statute calls for the corporation's name, a prescribed purpose statement, the name and street address of an initial agent for service of process, and the corporation's initial street and mailing addresses (Corporations Code section 7130).

Where they are filed, and what to check

Articles are filed with the state, normally with the Secretary of State or the agency that handles business entities. In Michigan that is the corporations division of the state's licensing department, and in California it is the Secretary of State. Filing fees and forms change, so confirm them on the agency's website before relying on any figure.

California treats articles of incorporation as part of an association's governing documents (Civil Code section 4150), and a seller must give a buyer a copy of the governing documents or state in writing that the association is not incorporated (Civil Code section 4525). Michigan condominium associations are governed by the master deed and recorded bylaws under the Condominium Act, and many are also incorporated, so ask your association which documents apply to you.

Amendments to articles generally require a filing with the state in addition to any member or board vote the documents require. An attorney familiar with your state should handle that process.

This entry is general information, not legal advice. Laws and governing documents vary; ask your association's attorney about your situation.

FAQ