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Board & governance

How does an HOA board change its registered agent and mailing address?

By OurHOA · General information · Revised

How an HOA board changes its registered agent and mailing address with the state, IRS, bank and owners, with Texas, Florida and Colorado forms, fees and deadlines.

Part of the HOA board handbook: running the board.

The short answer

File a statement of change with the Secretary of State, then update every other record that still points at the old person or address. The state filing is cheap: $5 in Texas for a nonprofit corporation, $35 in Florida and $10 online in Colorado. The real work is the follow-through. The IRS, the bank, the insurer, the county records in Texas, the Division of Real Estate in Colorado, your vendors and your owners each keep their own copy of the address, and none of them hears about the change from the state. Most boards face this when the volunteer who served as registered agent moves, resigns or dies, or when the association hires or drops a management company. Do it before the old agent leaves, not after. Rules vary by state and by the association's articles and bylaws, and this guide is general education, not legal advice.

What the registered agent does and who can serve

The registered agent is the association's legal front door. Lawsuits, subpoenas and state notices are delivered there, and a delivery nobody opens can become a default judgment the board never saw coming. All three states require a nonprofit corporation to keep one at all times. Texas Business Organizations Code section 5.201 requires a registered agent and a registered office, and the office cannot be solely a mailbox service or answering service. The Secretary of State's Form 401 instructions add that the office must be a street address where the agent can be served in person during business hours, and that an entity cannot act as its own agent. Florida section 617.0501 requires the agent's business address to match the registered office, and the agent must file a written statement accepting the job and its obligations. Colorado section 7-90-701 accepts an individual 18 or older who lives or works in Colorado, or an entity in good standing with a usual place of business there, and lets the association serve as its own agent if it has a usual place of business in the state. Small associations usually choose a director, the management company, the attorney or a commercial registered agent service. A director costs nothing but leaves when the director does. A service charges a yearly fee and survives every election, which is why many treasurers prefer it. Whoever you choose has to agree first. Texas section 5.2011 treats naming an agent as a statement that the person consented, and Colorado section 7-90-701(3) requires the filing to say so.

Filing the change in Texas, Florida and Colorado

Texas. File Form 401, the statement of change of registered office or agent, through the Secretary of State's online portal or by mail. The fee is $5 for a nonprofit corporation, a director or officer signs, and no notary is needed. Under section 5.202 and the form's instructions, the change takes effect when the state files it, unless the form sets a later date within 90 days of signing. Texas nonprofits have no annual report to remind anyone that the agent is stale. Under sections 22.357 to 22.359 the state can ask for a report as rarely as once every four years, mails that notice to the registered agent or the address on record, and wants the report back within 30 days. A notice that lands at a former director's house is how a lot of Texas associations end up forfeited. Florida. File the change of registered agent or office form with the Division of Corporations on Sunbiz. The state fee schedule lists $35, and the new agent signs the acceptance that sections 617.0501 and 617.0502 require. Section 617.1420(1)(c) lets the Department of State start administrative dissolution when a corporation fails to notify it within 30 days after its agent or office changes or its agent resigns, and section 617.0503 makes a corporation without an agent and office liable to the state for $500 for each year or part of a year. Colorado. File a statement of change online under sections 7-90-305.5 and 7-90-702. The Secretary of State's fee schedule lists $10 to change the registered agent and another $10 to change the principal office address, both online only. Section 7-90-702 also allows the change on the yearly periodic report, but if that report is months away, file the statement now.

When the old agent resigns before you are ready

Sometimes the agent quits first, often a former director who no longer wants the association's mail. In Texas, section 5.204 lets an agent resign by notice to the association and to the Secretary of State, and the appointment ends on the 31st day after the state receives that notice. The board has about a month to name someone new before the association has no agent at all. Florida allows 30 days under section 617.1420(1)(c), counted from the resignation. In Colorado, section 7-90-702(4) lets a former agent file a statement with the date they stopped serving. After that, section 7-90-704(2) allows a plaintiff to serve the association by certified mail at its principal address, and service counts five days after mailing even if nobody picks it up. That is why the principal office address matters as much as the agent. When a resignation letter arrives, put the replacement on the next board agenda or decide it by written consent if your bylaws allow, and file the same week.

Everyone else who has the old address

IRS. Form 8822-B reports a new business mailing address, a new location or a new responsible party. The IRS says responsible party changes must be reported within 60 days, and the Form SS-4 instructions explain who counts as the responsible party. An officer such as the president or treasurer signs, a tax-exempt association checks the box at the top, and associations in Texas, Florida and Colorado mail it to the IRS in Ogden, Utah. The form says processing takes 4 to 6 weeks. Texas management certificate. Property Code section 209.004(b) requires an amended management certificate, recorded in each county where the subdivision sits, within 30 days after the association has notice of a change in the association's mailing address or the manager or designated representative. Section 209.004(b-1) then requires filing it electronically with the Texas Real Estate Commission within 7 days. Our guide on what an HOA management certificate is covers what goes on it. Colorado registration. Section 38-33.3-401(2) requires the association to update its Division of Real Estate registration within 90 days after a change to its managing or designated agent, physical address, mailing address, email or phone number. A lapsed registration suspends the association's right to enforce assessment liens. Everyone else. The bank's statement address, the insurer and broker, vendors and utilities, the payment processor, the CPA and the website. File a change of address with the Postal Service for the old mailing address so stray checks keep arriving.

A motion and an owner notice you can copy

Minute the decision so nobody later questions who had authority to sign. A motion to adapt: "I move that the board appoint [name or company], who has agreed in writing to serve, as the association's registered agent at [street address]; change the association's mailing address to [address]; authorize the [president or treasurer] to sign and file the statement of change with the Secretary of State and pay the state fee; and direct the secretary to update the IRS, the bank, the insurer, [the county records and the Texas Real Estate Commission, or the Division of Real Estate], and the owners within 30 days." Owner notice: "The association has a new mailing address: [address], effective [date]. Please send dues payments and letters to the board there. If you pay through your bank's online bill pay, update the payee address in your bill pay settings, because your bank will keep mailing checks to the old address until you do. Payments sent to the old address before [date] will not be charged a late fee. Questions go to [board email]." The late-fee line is a board choice, not a legal requirement.

A sample timeline

Before the old agent leaves: get the new agent's written consent and adopt the motion. Days 1 to 3: file with the Secretary of State and save the filed copy in the association's records. Week 1: mail Form 8822-B, and update the bank, the insurer and the payment processor. Week 2: send the owner notice and update the website. Within 30 days: in Texas, record the amended management certificate in each county, then file it with the Texas Real Estate Commission within 7 days of recording. Within 60 days: confirm the IRS change if the responsible party changed. Within 90 days: update the Colorado registration. At day 60, search the association on the state business database and confirm the new agent and address appear, then put that same check on the calendar each year.

Mistakes that cause trouble later

Using a P.O. box or a mail drop as the registered office. Texas bars an office that is solely a mailbox service, and Florida's statute asks for the street address of the registered office. Naming a person who never agreed, which makes the filing false. Changing the agent but leaving the principal office and mailing address at the former director's house, where state notices and Colorado certified-mail service will keep going. Letting state emails go to a volunteer's personal inbox instead of a board address that survives turnover. Assuming the state shares the change with the IRS, the county, the Texas Real Estate Commission or the Division of Real Estate. It does not. And treating the filing as done before the state record shows it. If the record already shows the association as forfeited, dissolved or delinquent, stop here and read our guide on how to reinstate a dissolved HOA corporation, because a statement of change will not fix that on its own.

Sources

These guides are general education for HOA boards and residents, not legal, tax, or financial advice. Rules vary by state and by your community's governing documents - check with a professional for your situation.

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