Re-registering under the Incorporated Societies Act 2022: what you need to know

Incorporated societies in New Zealand are currently transitioning to a new legislative framework under the Incorporated Societies Act 2022 (2022 Act).

While the 2022 Act came into force in April 2022, existing societies have been permitted to continue operating under the Incorporated Societies Act 1908 during the transitional period. That period ends on 5 April 2026 (Easter Sunday). By that date, all existing incorporated societies must have re-registered under the 2022 Act, so it is crucial that societies which have not done so take immediate steps to begin the process.

What is involved in re-registering?

Re-registering requires societies to review their governance arrangements and submit a formal re-registration application. In most cases, the process involves four key steps:

1. Updating the society's constitution

The 2022 Act introduces several new requirements for society constitutions, including provisions relating to governance, dispute resolution procedures and management of conflicts of interest. Societies will need to review and update their existing constitution to ensure it complies with the 2022 Act. Many societies are using this opportunity to refresh and replace older constitutions to reflect modern practices.

2. Member approval

Once the updated constitution has been prepared, it must be approved by society members in accordance with the process outlined in the society's current constitution. In practice, this will usually occur at an Annual General Meeting or, given the urgency of the April deadline, a Special General Meeting may need to be called for that purpose.

3. Officer eligibility and consent

Each officer of the society must confirm that they are eligible to hold office under the 2022 Act and provide written consent to act as an officer. A template consent form is available here: Template IS22-CCO - Officer consent and certificate. The 2022 Act introduces clearer duties for officers and eligibility criteria that must be satisfied before re-registration can occur.

4. Lodging the re-registration application

The final step is submitting an online re-registration application, together with the updated constitution and required officer information. This is completed online through the Incorporated Societies website.

In addition to these steps, societies must comply with new ongoing obligations under the 2022 Act, including maintaining a register of members and an interests register to record and manage conflicts of interest.

What if a society misses the deadline?

A society that fails to re-register by the deadline will be removed from the register and will cease to exist as an incorporated body. There are serious consequences that will disrupt the society's day-to-day operations, including losing access to bank accounts and the ability to enter into contracts. Members may also face potential personal liability for the society's debts or obligations. In addition, the Registrar may direct how the society's property and assets are distributed.

In some circumstances it may be possible to apply for restoration, but this process requires an application to the Incorporated Societies Registrar and the society will still need to comply fully with the requirements of the 2022 Act before it can be restored.

For these reasons, restoration should not be relied upon as an alternative to re-registration.

What if a society chooses not to re-register?

Some societies may decide not to re-register under the 2022 Act. This may occur where the society is no longer active or where members decide the incorporated society structure is no longer suitable for their organisation.

In that situation, the society should follow the winding-up process set out in its current constitution. This will usually involve a meeting of members and making arrangement to deal with the society's remaining assets and any outstanding obligations. In some cases, a liquidator may need to be appointed to assist with this process.

If a society decides to wind-up rather than re-register, these steps need to be started prior to the 5 April deadline.

Take action now

With the deadline approaching fast, societies that have not yet re-registered (or elected to wind-up) should take urgent steps to begin the process. Each incorporated society that wishes to re-register needs time to review and update its constitution, obtain member approval at a general meeting (which may take several weeks depending on the notice requirements for meetings in the current constitution) and address any issues that may arise during the application process.

Please get in touch for any assistance you may need re-registering or winding up your incorporated society.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.