How do we collect HOA dues on a lot owned by an LLC that the state dissolved or forfeited?

By OurHOA · General information · Revised October 28, 2026

How an HOA board collects dues from a lot owned by a dissolved, forfeited or delinquent LLC: status checks, where to send notices, deadlines and TX, FL, CO rules.

Part of the HOA board handbook: treasurer and money.

The short answer

An LLC that the state dissolved, forfeited or marked delinquent still owns the lot, and the lot still owes assessments. Dissolution does not move title to the members or to the state, and the association's lien stays on the land. What changes is where you send notices, how long you have to sue the company, and whether anyone behind the company can be made to pay. Keep billing, find a valid address for service, and get the account to your attorney early, because Texas cuts off claims against a terminated company three years after termination. Rules vary by state and by your declaration. This guide is general education, not legal advice.

Find out exactly what happened to the company

Start with the deed. Pull the vesting deed from the county clerk and copy the grantee's name exactly, down to the comma before "LLC". Then search that name in the state's business records: SOSDirect in Texas (the Secretary of State charges $1 per search), Sunbiz in Florida, and the Colorado Secretary of State business database. Print the status page so the date shows. The status word tells you which rules apply. Texas has two sources. The Comptroller forfeits a company's right to transact business when it misses a franchise tax report or payment for 45 days after notice (Tax Code 171.251, 171.2515), and the Secretary of State can then forfeit the certificate itself if the company does not revive within 120 days (171.309). Check the Comptroller's franchise tax account status search as well as SOSDirect. In Florida, an LLC that misses its annual report by the third Friday in September is administratively dissolved on the fourth Friday (605.0714(1)(a), (2)). In Colorado, a missed periodic report usually makes the company "delinquent", not dissolved, and a delinquent company keeps existing (C.R.S. 7-90-903(4)). Write down the registered agent, the principal office address, the managers or members on the last report, and the date of dissolution or forfeiture. That date starts the clocks below.

What dissolution changes and what it does not

Title stays put. Florida says dissolution does not transfer title to the company's assets (605.0717(1)(a)). Colorado says a dissolved LLC continues to exist to wind up its business (7-80-803(1)). Texas keeps a terminated company alive for three years to hold title to property, to sue and be sued, and to settle its affairs (Bus. Orgs. Code 11.356(a)), and its definition of an existing claim includes obligations incurred after termination (11.001(3)(B)). The duty to pay stays put too. Florida makes every parcel owner liable for assessments that come due while it owns the parcel, however it got title, and says abandoning the parcel does not end that liability (720.3085(2)(a)). In Colorado the association has a statutory lien on the unit for assessments, and recording the declaration perfects it (38-33.3-316(1)(a), (4)). In Texas the lien and the personal obligation come from your declaration, so read its assessment article. So keep posting assessments, and any late fees the declaration allows, every period. For these purposes the company still exists.

Where to send notices

Dissolution or delinquency does not end the registered agent's authority in Florida or Colorado (605.0717(1)(d); 7-90-903(3)), so the agent on file is still the first address. Trouble starts when the agent resigned or the registered office is empty. Texas. If the company has no registered agent, or the agent cannot be found at the registered office with reasonable diligence, the Secretary of State becomes its agent for process, notice or demand (5.251). You deliver duplicate copies with the fee, and the Secretary sends one by certified mail to the company's most recent address on file (5.252, 5.253). Each manager of a manager-managed LLC, and each member of a member-managed one, is also an agent for service (5.255(3)). Florida. A notice or demand can go to any member or manager, to the registered agent at the registered office, or to the company's actual principal office in Florida (605.0117(2)). Colorado. With no agent, or an agent who cannot be served, the company can be served by registered or certified mail, return receipt requested, at its principal address. Service is complete no later than five days after mailing (7-90-704(2)). In every state, also mail the lot and every address on the company's filings, and keep the receipts for the attorney.

Run the normal collection steps on a tighter clock

Your collection policy and the statutory notices still apply. Texas: before the owner can be charged a collection agent's fees, send a certified letter itemizing the balance and giving at least 45 days to cure (Prop. Code 209.0064(b)). Before a foreclosure filing, give any lender holding a recorded deed of trust written notice and until the 61st day to cure (209.0091), and expect to foreclose through a court order (209.0092). The deadline that matters most sits in the Business Organizations Code: a claim against a terminated company is extinguished unless a suit is filed by the third anniversary of termination (11.359(a)). If the certificate was forfeited two years ago, the board has months, not years. Ask your attorney whether that cutoff also touches the lien on the land. Florida: send the 45-day notice of intent to record a claim of lien by certified mail and first-class mail, to the owner's address of record and to the parcel (720.3085(4)). Foreclosure needs a second 45-day notice of intent to foreclose, and the association can sue for a money judgment without giving up the lien (720.3085(5)). Colorado: before referral, send the notice of delinquency by certified mail and contact the owner by two other means on file, then refer only by a majority of the board in a recorded vote at a meeting (38-33.3-209.5(1.7)(a)). The lien is extinguished unless enforcement starts within six years after the full assessments come due (38-33.3-316(5)). Expect a default judgment; the lien on the lot is the real security. Our guide on the HOA past-due dues timeline for boards lays out the standard sequence these steps fit into.

The people behind the company

Members of an LLC are normally not personally liable for its debts. The few exceptions are the attorney's call. Texas: when privileges are forfeited for failing to file a franchise tax report or pay the tax, each director or officer is liable for company debts created or incurred in Texas after the report or tax was due and before revival (Tax Code 171.255(a)). Section 171.2515(b) carries that rule to other taxable entities whose right to transact business is forfeited. Ask your attorney whether it reaches this LLC's managers and the assessments that came due during the forfeiture. Colorado: if the dissolved company handed assets to its owners, a claim can be enforced against an owner up to the value that owner received (7-90-913(1)(b)). Florida: if no members are left, the legal representative of the last member may wind the company up, and a creditor can ask the circuit court to supervise the winding up for good cause (605.0709(3), (5)(c)). The cheapest way out is often a sale. The person winding up can transfer the company's real estate (605.0709(2)(b)3; 7-80-803.3(3)), and in Texas the managers serving at termination keep managing the company's limited affairs (11.357(a)). If the company reinstates, Florida treats the reinstatement as dating back to the dissolution (605.0715(4)(a)), and a retroactive Texas reinstatement undoes the three-year cutoff (11.359(c)).

A sample Texas timeline

Month 0: the January assessment goes unpaid. The treasurer finds that the owner is an LLC whose certificate the Secretary of State forfeited 26 months ago. Week 1: print the SOSDirect and Comptroller status pages, pull the vesting deed, and put the third anniversary of the forfeiture on the board calendar. Week 2: send the 209.0064 letter by certified mail to the registered agent, each listed manager, the last address on file and the lot. Day 46: with no payment, the board votes to refer the account and asks the attorney to file well before the cutoff, leaving time for service. Months 3 to 6: suit filed and served, default judgment sought, and the 209.0091 lender notice sent if foreclosure is on the table. After judgment: follow the recording and collection steps in our guide on collecting a judgment the HOA won against an owner.

Wording the board can use

Motion: "I move that the board refer the account for [lot address], titled to [exact LLC name], to [attorney] for collection, direct counsel to file suit before [date three years after termination], and authorize the treasurer to provide the ledger, the vesting deed and the state status records." Letter to the registered agent, managers or person winding up: "Association records show that [LLC name] owns [address] and that the company was [dissolved / forfeited / declared delinquent] on [date]. Assessments have continued to come due on the lot, and the balance through [date] is $[amount], itemized on the enclosed ledger. If the company plans to sell or transfer the lot, contact [treasurer name] at [email] for a payoff figure. If we do not hear from you by [date], the account will be referred for collection under the association's policy."

Mistakes boards make

Stopping the billing. The balance keeps growing whether or not anyone answers, and a ledger with gaps is harder to prove in court. Mailing only the lot. A vacant investor lot has nobody to open the mail. Use the agent, the Secretary of State route in Texas, and every address the company ever filed. Naming members in a suit without a basis. Limited liability is the default. Sue individuals only on the attorney's advice. Billing the wrong owner. If the company deeded the lot away before it dissolved, your letters go to a stranger. Confirm the vesting deed before the first one.

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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