Delaware clarified who can revive a void HOA charter
Delaware clarified who can revive a void HOA charter
2026-08-26 · Delaware · Legislation
Most Delaware homeowners associations are nonstock corporations, and a lapsed franchise-tax filing voids the charter. Reviving it has been procedurally murky for exactly the associations most likely to need it — the ones with no functioning board. A change effective August 1, 2026 clarifies who can act.
HB 353, sponsored by Representative Griffith and amended by HA 1, was approved June 10, 2026 as 85 Del. Laws c. 279. Its operative sections carry a delayed date: “Sections 1 and 3 of this Act take effect on August 1, 2026.”1
What changed
The amendment is to 8 Del. C. § 312(j), the provision governing revival of a nonstock corporation's certificate of incorporation.2
Two changes. It provides that members “entitled to vote for dissolution under the certificate of incorporation or the bylaws” also act in the revival. And it softens the acts required to “necessary, if any.”
That second phrase is doing more than it appears. The prior formulation could require acts that a defunct association was in no position to perform — a resolution of a board that no longer exists, for instance. “If any” acknowledges that in some situations there is nobody left to do them.
Why this is a community-association story
Because voided associations are a documented Delaware problem, not a hypothetical one.
The clearest example is on the Court of Chancery's docket right now. In a Kent County case allowed to proceed in May 2026, a homeowner alleges her association remained under declarant control from its formation in 2005 with a single director, filed its last franchise-tax report in 2015, was voided by the State, and that people continued invoicing owners and signing cheques on its account afterwards — including after the sole director died. Those allegations are unproven.
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