The time has finally arrived, the deadline for re-registration of your incorporated society (society) is just around the corner. If you have not yet re-registered, the risk of not being able to continue operations may become reality.
The Incorporated Societies Act 2022 (The Act) has been in place for a few years now, but as of 5 April 2026, the 1908 Act will no longer be in force. With over 24,000 societies in New Zealand, many societies still haven’t re-registered and risk governance, banking and funding disruptions. It is also crucial to understand the consequences of not complying.
Although, if your society has been registered on or after 5 October 2023, you were automatically registered under The Act. If your society has been registered under the Act, or you are looking to apply to register your society, it is important to understand what requirements are expected.
Consequences of not re-registering
If you decide not to re-register and allow your society to dissolve, there are a few important things to take into consideration. You can decide to appoint a liquidator, in which you must decide where the remaining assets will need to be distributed and all labilities discharged. Refer to your constitution and your society’s rules to determine what meetings must be held and what happens to your society’s debts and assets. You can apply to be dissolved if you have ceased operations. This must also be done before 5 April 2026.
Perhaps you miss the deadline, or decide to do nothing, your society will be removed from the register. The Act does not provide any grounds for objecting to your society’s removal. So consequently, as of 6 April 2026, your society no longer exists.
Lose your separate legal identity
Once removed, you will not be able to enter into new contracts or make decisions as an entity. You will also lose protection over your societies name, meaning that another society may be able to register under the same or similar name. Dissolution will also impact contracts, for example leases, suppliers and especially those listed on the contractual arrangement.
Lose your IRD number
Through losing your IRD number, your society will no longer have a legal entity. The bank may also no longer allow officers to access the society’s accounts. Your staff will not be able to receive their wages and superannuation contributions your society will no longer be able to fulfill their taxation requirements and payments to suppliers will be disrupted. This can have much larger implications, and will require accounting advice early.
Have property and assets distributed by the registrar
All your society’s assets will be distributed by the Registrar, not automatically distributed to the members, overriding the society’s committees and members. They will do so in compliance with The Act, in some cases members could be held liable for the society’s debts, financial obligations or leases at the time of dissolution.
If this happens, there is a chance to restore your registration, by applying through the New Zealand Companies Office. Although this is at the Registrars discretion and is not guaranteed.
What is the Incorporated Societies Act 2022
If you are registering your society for the first time, under the new act, we have compiled the requirements to do so.
Constitution
Your society must prepare a constitution that complies with The Act. This means it must contain:
- The name of the society.
- The purpose of the society.
- The balance date.
- How someone can become a member and the conditions of their membership.
- How you will maintain the membership register, this includes their name, contact details, date of membership and any other information.
- Details of your societies committee, this includes the roles, responsibilities, powers and procedures of the officers. This also requires how the contact person will be elected.
- How the society will manage their funds.
- How the constitution will be amended.
- How disputes will be resolved.
- How you will hold general meetings, make decisions and elect officers.
- What not-for-profit organisation or group of organisations will receive surplus assets upon your society’s winding up.
Building your constitution can be overwhelming, but there are resources available to help you with this process.
Establishing a Committee
To comply with re-registering under The Act your society must establish a committee to oversee the governance and compliance of your society. The Act establishes that every society’s committee made up of:
- Governing body: majority of which must be members with a minimum of 3 people.
- Members: a minimum of 10.
- Officers: officers must be made up of committee members or people with significant influence over the society. This is through management or administration.
- Contact person: your society must have a minimum of one contact person, with a maximum of three.
Keeping records
Another aspect is preparing record keeping for continuous compliance. This includes preparing processes to store a register of membership details, details surrounding conflict of interest, accounting records, AGM minutes and any other records.
You must ensure that you maintain a record of your members consent, as well as consent from your officers to be appointed as such. These are all the required records you must keep to be in compliance with The Act.
Continuous compliance
Incorporated Societies registered under the new Act will now be required to prepare financial statements in accordance with the XRB accounting standards, unless the Society is considered ‘small’ under section 103.
Most societies will now be required to report under the public benefit entity (PBE) accounting framework, aligning with the requirements of other charities.
Societies with annual operating expenditure over $3m will also now be required to have their financial statements audited.
Reach out to Moore Markhams today
Keeping up with the latest changes to the Registrar can be time consuming and complicated, that’s what we are here for. We keep you informed, bring best practice to the table, and make the compliance process straightforward, letting you focus on what matters: your members and your mission. Get in touch with one of our experts today by clicking here.
