Legal Question in Real Estate Law in California

A Non Profit Mutual Benefit Corp having Declarant Right to enforce CC&R's for one 69 home community, built in the 60's and having no common areas.

9/2/08 one person disolved this corp. & recorded it.

9/9/08 two former members of this corp. signed, notarized & recorded the transfer of the Declarant Right to enforce the CC&R's for the 69 home community to a new Non Profit Mutual Benefit Corp.

Is that legal to transact business for a defunct corp.?

Is there a time limit to challenge this? Can the home owners file paperwork necessary on their own without mounting costly legal bills?


Asked on 8/24/09, 3:12 pm

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

A dissolved corporation is not defunct.

Dissolving a corporation takes it from an "open for business as usual" mode to a liquidating and winding-up mode. Upon the filing of dissolution papers, a corporation should (and probably must?) stop doing new business and proceed in an orderly fashion to close up shop, which includes collecting its receivables, selling or otherwise liquidating its inventories and equipment, and, most importantly, determining its debts and other liabilities and paying them or making arrangements for their payment.

If anything is left over after assets are reduced to cash and the liabilities handled, then the rermaining "net worth" can be distributed to the shareholders in the case of a for-profit corporation. Then and only then is the dissolved corporation defunct. If the corporation is a non-profit, I believe anything left over cannot be distributed as profits, but perhaps it can be distributed to a successor non-profit organization (the rules are not clear in my mind right now).

There are time limits for almost all kinds of lawsuits or "legal challenges" by any other name. These are based on so-called "statutes of limitations" and typically give a potential plaintiff between one and four years from the time his reason to sue occurs (technically, "when the cause of action accrues"), occasionally more or less.

Since the one-year anniversary of the transaction is fast approaching, you might want to take the specifics to a local attorney who handles HOA complaints and ask for a free initial consultation, which should include advice as to whether you have a case, and if so, whether you have a statute of limitations problem.

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Answered on 8/24/09, 5:13 pm


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