DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
On the 1120-H form for non profit entities, and in this case, involving an HOA, should the name of the entity match the name entered in on the state charter?
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EIN Question/State Charter Question
Started by DorieW • 20 replies • 2583 views
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JeffR7 (California)
Posts: 251
Posts: 251
Posted:
Yes. This is your legal name.
DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
The name on the 1120-H Form has not matched the name on the state charter since 2009.
Could this be trouble where the 1120-H Form filings have been concerned?
Could this be trouble where the 1120-H Form filings have been concerned?
JeffR7 (California)
Posts: 251
Posts: 251
Posted:
Don't worry about it. Just make sure you use the right name going forward. IRS has a way of fixing the name because the know what it is. They had to approve your non profit status in the first place.
DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
So if our 1120-H Form has another HOA name on it other than ours...as in an EIN that was assigned to this other subdivision before we subdivided from it...then that is okay?
The reason I ask is because this other HOA that we subdivided from is recognized as its own entity with the Register of Deeds office where the lot plat and restrictive covenants are concerned.
The reason I ask is because this other HOA that we subdivided from is recognized as its own entity with the Register of Deeds office where the lot plat and restrictive covenants are concerned.
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
Dorrie - when you filed your corportation papers, you had to provide an EIN number. They would have kicked it back if there was a duplicate.
Your HOA is incorporated, isn't it?
If it is a sub-set of the main corporation, then your name reflects that.
XYZ Corners
subsidary of ABC corporation.
Your HOA is incorporated, isn't it?
If it is a sub-set of the main corporation, then your name reflects that.
XYZ Corners
subsidary of ABC corporation.
DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
This is helpful because the State Charter does not reflect that we are a subsidiary of anything but that we are incorporated. To make matters even more alarming, the Ein used to open up the bank account does not belong to us but to the original subdivision we subdivided from that has its own incorporated name.
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
Is YOUR HOA incorporated? Are you saying that your communication with the IRS and the state, you BOTH have the same EIN number?
Have you ever filed with the IRS?
If so, I am surprised they didn't catch the duplication in the EIN numbers.
Simply file for an EIN on line and change the number at the bank.
You may have to notify the IRS and your state of the change.
Have you ever filed with the IRS?
If so, I am surprised they didn't catch the duplication in the EIN numbers.
Simply file for an EIN on line and change the number at the bank.
You may have to notify the IRS and your state of the change.
DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
Yes. That is what I am saying.
The subdivision we subdivided from dissolved its Hoa.
The other issue is that the bank account opened with an Ein that does not belong to us received well over 20,000.00 after a couple of neighbors and a property management company directed all of us owners in writing to send our money to another address and we did.
This property management company was not legally recognized by the secretary of state as our agent until it amended our state charter by changing our name and by inserting itself in as our agent following authorization from the same few neighbors I mentioned earlier who were not legally recognized by the secretary of state as being our board members either.
The amendment to the charter was received by the state six months after we had directed over 20,000.00 to this property management company.
To make matters worse, the legally recognized agent stopped receiving money from us and was unable to pay our primary vendor which was the lawncare company and as a result, our hoa without an Ein was subsequently sued by the lawncare company. This property management company settled the matter out of court and our hoa ended up paying half of what it owed the vendor for its rendered services.
I want to expose all of this as I have dug deep enough into the documents not to mention this property management company did everything the could to keep me from having access to them too.
opinions please!?!?
The subdivision we subdivided from dissolved its Hoa.
The other issue is that the bank account opened with an Ein that does not belong to us received well over 20,000.00 after a couple of neighbors and a property management company directed all of us owners in writing to send our money to another address and we did.
This property management company was not legally recognized by the secretary of state as our agent until it amended our state charter by changing our name and by inserting itself in as our agent following authorization from the same few neighbors I mentioned earlier who were not legally recognized by the secretary of state as being our board members either.
The amendment to the charter was received by the state six months after we had directed over 20,000.00 to this property management company.
To make matters worse, the legally recognized agent stopped receiving money from us and was unable to pay our primary vendor which was the lawncare company and as a result, our hoa without an Ein was subsequently sued by the lawncare company. This property management company settled the matter out of court and our hoa ended up paying half of what it owed the vendor for its rendered services.
I want to expose all of this as I have dug deep enough into the documents not to mention this property management company did everything the could to keep me from having access to them too.
opinions please!?!?
DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
Yes. That is what I am saying.
The subdivision we subdivided from dissolved its Hoa.
The other issue is that the bank account opened with an Ein that does not belong to us received well over 20,000.00 after a couple of neighbors and a property management company directed all of us owners in writing to send our money to another address and we did.
This property management company was not legally recognized by the secretary of state as our agent until it amended our state charter by changing our name and by inserting itself in as our agent following authorization from the same few neighbors I mentioned earlier who were not legally recognized by the secretary of state as being our board members either.
The amendment to the charter was received by the state six months after we had directed over 20,000.00 to this property management company.
To make matters worse, the legally recognized agent stopped receiving money from us and was unable to pay our primary vendor which was the lawncare company and as a result, our hoa without an Ein was subsequently sued by the lawncare company. This property management company settled the matter out of court and our hoa ended up paying half of what it owed the vendor for its rendered services.
I want to expose all of this as I have dug deep enough into the documents not to mention this property management company did everything the could to keep me from having access to them too.
opinions please!?!?
The subdivision we subdivided from dissolved its Hoa.
The other issue is that the bank account opened with an Ein that does not belong to us received well over 20,000.00 after a couple of neighbors and a property management company directed all of us owners in writing to send our money to another address and we did.
This property management company was not legally recognized by the secretary of state as our agent until it amended our state charter by changing our name and by inserting itself in as our agent following authorization from the same few neighbors I mentioned earlier who were not legally recognized by the secretary of state as being our board members either.
The amendment to the charter was received by the state six months after we had directed over 20,000.00 to this property management company.
To make matters worse, the legally recognized agent stopped receiving money from us and was unable to pay our primary vendor which was the lawncare company and as a result, our hoa without an Ein was subsequently sued by the lawncare company. This property management company settled the matter out of court and our hoa ended up paying half of what it owed the vendor for its rendered services.
I want to expose all of this as I have dug deep enough into the documents not to mention this property management company did everything the could to keep me from having access to them too.
opinions please!?!?
JeffR7 (California)
Posts: 251
Posts: 251
Posted:
Dorie, I think there are multiple issues being mixed in one bag.
A management company doesn't need to be recognized by the state or anyone else. You can just have a contract with your management company and that's it. Your lawn maintenance company should've been notified that they need to send their invoice to the new company. The old management company should've forwarded the invoice. That would've been a good business practice.
The registered agent you are talking about is called agent of service. That's an individual or a corporation authorized by a corporation to receive any legal notices or be served in case of a law suite. Any corporation must have one recorded with the Secretary of State office. Your agent of service could be a different entity from your management company, however frequently a management company will act as one.
A management company doesn't need to be recognized by the state or anyone else. You can just have a contract with your management company and that's it. Your lawn maintenance company should've been notified that they need to send their invoice to the new company. The old management company should've forwarded the invoice. That would've been a good business practice.
The registered agent you are talking about is called agent of service. That's an individual or a corporation authorized by a corporation to receive any legal notices or be served in case of a law suite. Any corporation must have one recorded with the Secretary of State office. Your agent of service could be a different entity from your management company, however frequently a management company will act as one.
DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
There are multiple issues Jeff.
We had two Agents at the same time. One that was legally recognized and no longer getting dues from us because we all had been told in writing to send our dues to the property managment company that was not legally recognized.
The neighbors that worked to make this happen claimed to be board members but the truth is that the state charter clearly reflects other names as board members. These neighbors must have thought that if we called ourselves by a different name even though we are filing our 1120-H under the one and only EIN that has been assigned to the development from day one that no one would catch on to what they have done.
We had two Agents at the same time. One that was legally recognized and no longer getting dues from us because we all had been told in writing to send our dues to the property managment company that was not legally recognized.
The neighbors that worked to make this happen claimed to be board members but the truth is that the state charter clearly reflects other names as board members. These neighbors must have thought that if we called ourselves by a different name even though we are filing our 1120-H under the one and only EIN that has been assigned to the development from day one that no one would catch on to what they have done.
JeffR7 (California)
Posts: 251
Posts: 251
Posted:
What do you mean by 'legally recognized agent'
Is your state charter being updated after each election meeting with new board members?
Is your state charter being updated after each election meeting with new board members?
DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
We had an agent notthat was legally recognized by the secretary of state and one that was not.
We also had two boards at the same time too. one legally recognized and one not.
We have gone by two names. one legally rerecognized and and one not.
The board that was not legally recognized usurped authority of the legally recognized board and agent and told us all in writing to send our money to the agent not legally recognized until six months later.
The non legally recognized board functioned for a year until the charter was filed to reflect that they were the board following their admitted appointment of themselves.
Our development was never turned over by the developers who were the board from the get go.
These facts come from our file from start to present day from the Secretary of States office.
We also had two boards at the same time too. one legally recognized and one not.
We have gone by two names. one legally rerecognized and and one not.
The board that was not legally recognized usurped authority of the legally recognized board and agent and told us all in writing to send our money to the agent not legally recognized until six months later.
The non legally recognized board functioned for a year until the charter was filed to reflect that they were the board following their admitted appointment of themselves.
Our development was never turned over by the developers who were the board from the get go.
These facts come from our file from start to present day from the Secretary of States office.
DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
We had an agent notthat was legally recognized by the secretary of state and one that was not.
We also had two boards at the same time too. one legally recognized and one not.
We have gone by two names. one legally rerecognized and and one not.
The board that was not legally recognized usurped authority of the legally recognized board and agent and told us all in writing to send our money to the agent not legally recognized until six months later.
The non legally recognized board functioned for a year until the charter was filed to reflect that they were the board following their admitted appointment of themselves.
Our development was never turned over by the developers who were the board from the get go.
These facts come from our file from start to present day from the Secretary of States office.
We also had two boards at the same time too. one legally recognized and one not.
We have gone by two names. one legally rerecognized and and one not.
The board that was not legally recognized usurped authority of the legally recognized board and agent and told us all in writing to send our money to the agent not legally recognized until six months later.
The non legally recognized board functioned for a year until the charter was filed to reflect that they were the board following their admitted appointment of themselves.
Our development was never turned over by the developers who were the board from the get go.
These facts come from our file from start to present day from the Secretary of States office.
JeffR7 (California)
Posts: 251
Posts: 251
Posted:
You need to seek legal advice. The issue is way too complicated to be handled here.
You may have a case against members of your old board if they knew that they were replaced but still handled your affairs.
You may have a case against members of your old board if they knew that they were replaced but still handled your affairs.
DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
Our old board consisted of our developers. This was the board in place for many years. I do not think they knew what was happening. The developers never turned the association over to the owners like the Restrictive Covenants state was to happen. Neither the Developer or the original and legally recognized board members (one and the same) lived in this neighborhood. I feel like the facts point to my actual neighbors and this property managment company for some unseemly deeds that involve money and harrassment towards many of us on our neighborhood.
BruceF1 (Connecticut)
Posts: 2,535
Posts: 2,535
Posted:
Quote:
Posted By DorieW on 10/28/2011 7:15 AM
On the 1120-H form for non profit entities, and in this case, involving an HOA, should the name of the entity match the name entered in on the state charter?
On the 1120-H form for non profit entities, and in this case, involving an HOA, should the name of the entity match the name entered in on the state charter?
The EIN bears the same relationship to the organization as your Social Security number bears to you as an individual. The organization name and EIN used on the 1120H should match what the IRS has on file for the organization.
Without knowing more or the history of your HOA, one possibility that comes to mind is that the developer used his own EIN when the first 1120H for the HOA was filed. Who knows?
I would think to sort this out one would have to go all the way back, collect all the Secretary of State filings for the HOA, collect all the past 1120Hs for the HOA, and find (if there is one) the original IRS assignment of an EIN to the HOA under its proper registered name. One would then likely have to contact the IRS to either apply for a new EIN or find out from them the name and EIN that should be used.
DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
That's exactly what I have done with the exception of speaking to the Irs in gathering the documentation. What want to do is go after the people who posed as board members and as our agent for what they have done. ant thoughts on that Bruce?
BruceF1 (Connecticut)
Posts: 2,535
Posts: 2,535
Posted:
Quote:
Posted By DorieW on 10/31/2011 10:08 AM
That's exactly what I have done with the exception of speaking to the Irs in gathering the documentation. What want to do is go after the people who posed as board members and as our agent for what they have done. ant thoughts on that Bruce?
That's exactly what I have done with the exception of speaking to the Irs in gathering the documentation. What want to do is go after the people who posed as board members and as our agent for what they have done. ant thoughts on that Bruce?
That's probably water under the bridge.
Although I am a firm believer in people being made to pay for their own mistakes, fixing blame for the sole purpose of fixing blame is probably a waste of time and energy. It's more important to learn from past mistakes and take steps to prevent those mistakes from happening again in the future.
However, if the mistakes that were made resulted in penalties and interest being charged to the HOA, either from the IRS or from the state, that would be a different matter. In that case, pursuing legal action to recover costs would be something I might consider.
DorieW (Tennessee)
Posts: 52
Posts: 52
Posted:
The HOA was sued by a lawncare company for non payment.
The lawncare company who sued the HOA (who was and has been utilizing the EIN of another HOA) did so because the legally authorized Agent stopped receiving the owners monies from the subdivision as all owners were directed by to specific neighbors posing as board members in writing to send their money to another location.
These neighbors made up a name for a new non profit corporation but did not go through the proper legal process.
Where the money was going was their primary concern.
As a result this non profit corp in theory and as believed by all thoes of us who live here does not really exist on paper beyond the lot plat and the title on the CC&R's.
I did learn from the developer yesterday that the legally authorized Agent would have had to have left a paper trail consenting to transferring authority from it's place of business to the new Agent. This consent of course coming from the leagally recognized board of directors first.
Meanwhile, these couple of neighbors created a new name, but did not follow the proper process to do so legally on paper, told us all to send our money elsewhere, appointed themselves as board members, and have fined, sued, and harrassed many of the owners in my neighborhood relentlessly.
The antics of these people make perfect sense to me when I discovered exactly how the construction of this pseudo board, nonprofit corp, and pseudo Agent came into being.
They founded themselves on an authority they did not have and have continued to operate without proper authority along with misuse of authority.
So it goes beyond the idea of making one pay for their wrong doing...it is a sincere effort on my part to uproot the decay of the situation in order to make a way for new and properly constructed non profit entity with an agent and a board who are all above board.
The lawncare company who sued the HOA (who was and has been utilizing the EIN of another HOA) did so because the legally authorized Agent stopped receiving the owners monies from the subdivision as all owners were directed by to specific neighbors posing as board members in writing to send their money to another location.
These neighbors made up a name for a new non profit corporation but did not go through the proper legal process.
Where the money was going was their primary concern.
As a result this non profit corp in theory and as believed by all thoes of us who live here does not really exist on paper beyond the lot plat and the title on the CC&R's.
I did learn from the developer yesterday that the legally authorized Agent would have had to have left a paper trail consenting to transferring authority from it's place of business to the new Agent. This consent of course coming from the leagally recognized board of directors first.
Meanwhile, these couple of neighbors created a new name, but did not follow the proper process to do so legally on paper, told us all to send our money elsewhere, appointed themselves as board members, and have fined, sued, and harrassed many of the owners in my neighborhood relentlessly.
The antics of these people make perfect sense to me when I discovered exactly how the construction of this pseudo board, nonprofit corp, and pseudo Agent came into being.
They founded themselves on an authority they did not have and have continued to operate without proper authority along with misuse of authority.
So it goes beyond the idea of making one pay for their wrong doing...it is a sincere effort on my part to uproot the decay of the situation in order to make a way for new and properly constructed non profit entity with an agent and a board who are all above board.
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