Overview

Some homeowners assume that when they contact their HOA board or manager with a complaint, concern, or allegation, the HOA or its directors are legally required to keep that communication confidential. That assumption becomes even more common when the complaining homeowner explicitly requests confidentiality.

In fact, in a real case that sparked my writing this Fact Sheet, a member (whom we initiated legal action against for various wrongs committed against his neighbor, our client), writing to the HOA demanded that the HOA “treat my identity and the attached evidence as confidential and not disclose it to the other owner without my consent, except as required by law or due process.” While that request sounds reasonable on its face, it reflects a fundamental misunderstanding of how confidentiality works in HOA governance.

Now, to be fair, HOA boards and managers often amplify that misunderstanding. Some boards invoke “confidentiality” as a reason to remain silent, take no action, or refuse to explain how they handled a complaint. Other boards do the opposite and disclose the substance of a complaint in ways that surprise or alarm the reporting member. Regardless, both responses stem from the same unresolved question:

What, if anything, is an HOA board required by statute to keep confidential?

The answer is simple. While the Davis-Stirling Act does impose confidentiality obligations on HOA boards, it does so only in specific, narrowly defined circumstances. In other words, those obligations do not arise simply because a homeowner requests confidentiality, labels a communication as “private,” or expresses fear of retaliation. Instead, confidentiality exists only where the law expressly requires it, such as in connection with member discipline, member financial information, or matters properly discussed in executive session. Outside of those statutory categories, a homeowner’s request for confidentiality does not, by itself, create a legal duty on the part of the board.

This distinction matters because many communications that homeowners believe are confidential are, in reality, enforcement requests. Complaints about alleged rule violations, nuisance conduct, unsafe behavior, or vendor misconduct require investigation, notice, and communication with management, counsel, or the accused party. If boards were required to keep the identity and substance of those complaints confidential simply upon request, enforcement would grind to a halt. The statutory framework reflects that reality by drawing a sharp line between matters that require confidentiality and matters that require reasonable, transparent handling.

At the same time, the absence of a statutory confidentiality requirement does not give boards license to act carelessly. Even when the Davis-Stirling Act does not require confidentiality, boards remain bound by fiduciary duties, standards of reasonable judgment, and basic governance principles. HOAs might create serious problems when they disclose complaints in ways that retaliate against reporting members, chill future reporting, undermine investigations, or expose the HOA to liability, not because the member requested confidentiality, but because the board acted unreasonably or in bad faith.

The contrast between these principles becomes clearer when comparing two common scenarios.

Scenario 1. In the first scenario described above, a neighbor submits an unprompted complaint about another member’s alleged misconduct and demands confidentiality as a condition of disclosure. In that setting, the complaint functions as an enforcement request, and the law does not require the board to keep the complainant’s identity or evidence confidential simply because the complainant asked.

Scenario 2. In a second, distinct scenario, a homeowner raises a good-faith allegation of potential financial misconduct or vendor wrongdoing and provides supporting documents to a director. In that context, while no statute automatically imposes confidentiality, the board’s duties to the HOA as a whole may require careful handling of the information to preserve investigations, internal controls, and risk management.

The difference between these two distinct scenarios lies not in the request for confidentiality, but in the nature of the issue presented and the board’s obligation to act reasonably on behalf of the membership as a whole.

This Fact Sheet draws a clear line between confidentiality that the law requires and confidentiality that homeowners merely request. It explains when HOA boards must keep information confidential under statute, when they are permitted (and sometimes required) to share information to carry out enforcement or governance duties, and why confusing the two leads to bad decisions on both sides. By grounding confidentiality obligations in member discipline, financial records, and executive session matters, and contrasting those situations with enforcement complaints and whistleblower-style allegations, this Fact Sheet shows why claims of “confidentiality” so often reflect misunderstanding rather than actual legal obligation.

If you’d like to read about manager misconduct in general, check out my Fact Sheet titled “California HOA Manager Misconduct: What Homeowners Need to Know.” Likewise, if you’re interested in learning a little bit more about HOA board misconduct in general, you can read “California HOA Board Misconduct: What Counts as Overreach Under California Law.” 

Key Points

HOA boards must keep information confidential in two distinct situations: when a statute expressly requires confidentiality, and when reasonable governance and fiduciary duties to the membership require careful handling of sensitive information, even in the absence of a statutory mandate. Confusing these two categories is the source of most disputes over “confidentiality” in HOA governance.

• The Davis-Stirling Act requires HOA boards to keep certain categories of information confidential. The Davis-Stirling Act does not, however, impose blanket confidentiality. Instead, specific statutes require confidentiality only in the following narrowly defined situations:
  • Under Civil Code 5215, HOA boards must keep the details of member discipline under Civil Code 5850 and 5855 confidential (if requested by the member). When a board considers discipline or monetary penalties against a member, these statutes require the hearing process to occur in executive session. Boards must keep disciplinary hearings, deliberations, outcomes, and records relating to discipline confidential (unless otherwise instructed by the member) to protect due process and avoid improper disclosure. [This confidentiality requirement applies to the disciplinary process itself, not to the initial complaint that triggered enforcement.]
  • Civil Code 5215 requires HOA boards to keep member financial information confidential. The financial records referenced in Civil Code 5215 include member assessment payment histories, delinquencies, and collection activity. Boards may not disclose this information to other members or use such information as leverage in disputes.
  • Civil Code 5215 also permits HOA boards to keep executive session matters (as defined and limited in Civil Code 4935) confidential. Civil Code 4935 limits executive session discussions to specific categories, including discipline, member payment issues, litigation, contract negotiations, personnel matters, and foreclosure decisions. Boards must keep the substance of properly conducted executive session discussions confidential.
• Member complaints about other members are not confidential by default. Complaints about alleged rule violations, nuisance conduct, or unsafe behavior function as enforcement requests. Boards must investigate those complaints and communicate with management, vendors, counsel, and the accused member as necessary to enforce the governing documents. A complaining member’s request for confidentiality does not override those enforcement obligations.
• A member’s request for confidentiality does not, by itself, create a statutory duty. Turn your attention back to Scenario 1 described above. In situations like that, where a member submits an unprompted complaint about another member’s alleged misconduct and demands that the board keep the complaint and the complainant’s identity confidential, the request itself has no legal effect. A homeowner cannot create a confidentiality obligation by labeling a complaint “private,” demanding anonymity, or invoking “due process” in correspondence. A complaining member’s preference for confidentiality, therefore, does not, by itself, create a statutory obligation on the part of the board.  
• Scenario 2 demonstrates that confidentiality obligations don’t just stem from statutory obligations, but may also arise out of fiduciary duty, governance, and risk management concerns. When a homeowner raises a good-faith concern about potential financial misconduct, kickbacks, or embezzlement involving management or vendors, the issue no longer resembles a routine enforcement complaint. Instead, it raises governance and risk-management concerns that require careful handling on behalf of the HOA as a whole. In such cases, confidentiality might be required for reasons other than a statutory mandate. For example:
  • Boards must exercise reasonable judgment when handling whistleblower-style allegations. As in the second scenario described above, when a homeowner provides documents and raises a good-faith concern about potential financial misconduct on the part of a manager, vendor, or even an individual board member, the HOA’s fiduciary obligation is to ensure that it handles the issue responsibly and in the HOA’s best interest. That typically means elevating the issue to the board as a whole (absent the suspected director if one is implicated), and where appropriate, to independent counsel or an auditor. What an HOA board should not do is reflexively forward the complaint and supporting materials to the accused party, especially in a way that compromises an investigation, chills future reporting, or exposes the HOA to retaliation or liability.
  • Improper disclosure can create liability even without a statutory confidentiality requirement. In governance-risk scenarios, problems arise not because a statute requires confidentiality, but because unreasonable disclosure undermines internal controls, damages credibility, or exposes the HOA to legal and financial risk. Using a homeowner’s allegations as a platform for the accused vendor/director to defend itself at an open meeting, for example, often signals poor judgment rather than transparency.
• These obligations arise from fiduciary duties owed to the membership as a whole. Directors do not owe a personal fiduciary duty to keep an individual member’s complaint confidential. Instead, Corporations Code 7231 requires directors to act with reasonable care, in good faith, and in the best interests of the HOA. In Scenario 2, careful handling of sensitive allegations serves those duties by protecting investigations, preserving internal controls, and managing risk for the membership as a whole.

Taken together, these principles explain why confidentiality in HOA governance arises either from express statutory command or from reasonable governance obligations, and why most disputes stem from conflating the two.

FAQs

About MBK Chapman Fact Sheets

Homeowners searching for answers online will often come across articles that appear authoritative, but are actually written as search-engine marketing content rather than by an experienced HOA lawyer. These pieces tend to prioritize keyword density over clarity, accuracy, or legal context, which often leaves homeowners more confused than informed.

At MBK Chapman, our Fact Sheets are part of our HOA Law Library and are written by Michael Kushner, an HOA lawyer with decades of hands-on experience representing California homeowners. In fact, Michael Kushner is the HOA lawyer who pioneered the systems and strategies used by some of California’s most successful homeowner-side HOA law firms.

Each Fact Sheet is deliberately concise, statute-based, and designed as a quick-reference guide to help homeowners understand key HOA laws and enforcement rules at a glance.

AND DON’T FORGET TO TUNE INTO MY PODCAST, HOA HELL

YOU CAN ALSO ORDER MY GROUNDBREAKING BOOK

HOA HELL | California Homeowners’ Definitive Guide to Beating Bad HOAs

Amazon  |  Barnes & Noble