Incorporated Societies: Have You Re-Registered?
If you are involved in running an Incorporated Society in New Zealand, there is an important deadline you cannot ignore.
All incorporated societies must re-register under the Incorporated Societies Act 2022 by 5th April 2026.
If your society does not re-register in time, it may be removed from the register and lose its legal status. What does that mean? The society’s assets must be distributed, its bank account and any funding grants may be frozen, if it owns property the property is technically “ownerless” and may revert to the Crown. Members, especially committee members, may be held personally liable for any debts or obligations of the society.
The good news? Re-registration is manageable and straightforward, especially with the right legal support.
Here’s a simple “how-to” guide to get you started.
Step 1: Check Your Society’s Current Status
First, check on the Incorporated Societies Register if your society is still registered under the old Incorporated Societies Act 1908.
If it is, you will need to re-register under the new Act before the April 5th deadline.
Step 2: Confirm Your Governance Structure
If you are not sure that an incorporated society is the right entity for your organisation, you may wish to consider alternatives.
Would you be better operating as a charitable trust? A limited company?
You do not have much time to consider these options but if you have been thinking about re-structuring, this may be the time to do so.
Step 3: Update Your Constitution
Under the new Act, every society must have a compliant constitution. This document was previously known as your Rules. There are mandatory provisions in the 2022 Act that your constitution must contain, including:
Clear purposes of the society
How people become and cease to be members including a requirement for them to consent to membership
How officers (including committees) are appointed and removed and what powers they have
How conflicts of interest are managed
How disputes are handled
Arrangements for general meetings
Which non-profit entity will receive the society’s surplus assets if it is wound up
Updating the constitution is often the most time-consuming part of the re-registration process — and where legal advice is especially valuable.
Step 4: Hold a General Meeting
To adopt your new constitution, you will need to hold a general meeting. The exact formalities required can be found in your current Rules, often in a clause called “Alterations of Rules” and in your “General Meetings” clause.
If your society has an AGM coming up, that is a great time to adopt your new constitution. If your AGM falls after 5 April 2026, you will need to hold a special general meeting where your members:
Formally agree to re-register under the 2022 Act.
Approve the society’s constitution.
Step 5: Officers and Contact Person
You will need to provide up-to-date details about your society’s officers (e.g. Chair, Secretary, Treasurer). Officers now have specific legal duties under the new Act, so it is important that they understand their responsibilities. All committee members are officers but if you have someone else, perhaps a general manager or CEO, who occupies a position of authority and can direct the management of the society, they will also be an officer.
Every society must also have a contact person (at least one, up to three). The main purpose of a contact person’s is to ensure the Registrar can contact the society at any time.
Step 6: Ensure the Latest Financial Statements Have Been Filed
Incorporated societies are required to file their financial statements with the Companies Office every year (unless they’re registered with Charities Services).
Before you apply to re-register, make sure your latest financial statements have been filed. Once your society is re-registered under the 2022 Act, financial statements can no longer be filed online under the 1908 Act.
Step 7: Apply to Re-Register with the Companies Office
Once your constitution is approved, you can submit your application online through the Companies Office.
You will need:
Your updated constitution
Confirmation your society has 10 or more members
Officer details including physical addresses (which are not published online)
Contact and address information for your contact person(s)
Balance date
Each officer must consent to being an officer and certify they are not disqualified from doing so.
Step 8: Get Legal Support if You are Unsure
Many committees find the process confusing, especially if they are run by volunteers with limited time.
That is where legal support can make a big difference.
How Downie Stewart Can Help
Downie Stewart has extensive experience working with incorporated societies across New Zealand. We can help by:
Reviewing and updating your constitution
Ensuring your society meets all requirements under the new Act
Guiding your committee through the re-registration process
Taking the stress out of compliance
Whether your society is large or small, we can make sure that you are set up correctly and confidently for the future.
Send us an email at info@downiestewart.co.nz or give us a call on 03 477 2263.