A Guide to Re-registering your Incorporated Society

September 2026 update: the re-registration deadline has passed

The deadline to re-register under the Incorporated Societies Act 2022 was 5 April 2026. Companies Office confirms that societies which did not re-register have been removed from the register, except for 1908 Act societies placed into liquidation before that date.

If your society missed the deadline, check its status on the register and seek advice about restoration. The former re-registration process is no longer available. See the Companies Office guidance on restoring a 1908 Act society.

Historical guide: preparing for the April 2026 deadline

The guide below was written before the deadline and is retained as background on the transition to the Incorporated Societies Act 2022, referred to below as the New Act. These steps describe the former re-registration process, not a current application route. For a society removed from the register, use the restoration guidance above and obtain advice for your circumstances.

Step 1: Understand the Re-registration Requirements

The first step is for societies to familiarise themselves with the re-registration process outlined in the New Act and the Incorporated Societies Regulations 2023. Key points to note:

1. The re-registration deadline was 5 April 2026. The transition period has now ended.

2. A compliant constitution is central to the re-registration process. Societies must review and update their constitutions to meet the requirements under the Act.

3. Societies must provide documentation to the Registrar of Incorporated Societies, including:

   • a copy of the updated constitution;

   • the name and contact details of at least 1 “contact person” for the society;

   • information about every person named as an officer; and

   • confirmation of the society's registered address.

Step 2: Review and Update the Constitution

Societies must update their constitutions to include mandatory provisions that were not previously required. A compliant constitution must, among other matters, address the following:

1. Purposes of the Society: Clearly outline the society’s objectives and aims.

2. Membership Rules: Define criteria for becoming a member, resigning one’s membership, removing members, along with members’ rights and obligations.

3. Governance: Specify the roles and duties of officers, including the appointment and removal processes for committee members.

4. Conflict of Interest Policies: Establish procedures for managing conflicts of interest among officers and members.

5. Financial Management: Include protocols for managing the society’s finances, including how financial statements will be prepared and audited (if applicable).

6. Dispute Resolution: Detail processes for resolving disputes and grievances, ensuring compliance with principles of natural justice.

Step 3: Align Governance Structures

The Act introduces updated governance standards, which means that societies will need to:

1. establish a committee with a minimum of three members, the majority of whom must be members of the society or representatives of member organisations;

2. ensure all officers meet the eligibility criteria under the New Act. For example, individuals convicted of dishonesty offences are ineligible to serve as officers; and

3. train officers on their new legal duties (which align with the directors’ duties in the Companies Act 1993), including acting in good faith and avoiding conflicts of interest.

Step 4: Engage Members:

The current committee should inform members of the changes and their implications via newsletters, meetings, or workshops. Consider inviting a legal professional to provide an independent explanation of the changes and help answer member questions.

Drafts of the updated constitution should be shared with members for feedback, incorporating members’ (reasonable) suggestions. Once comments have been addressed, a general meeting must be convened to approve the updated constitution, ensuring voting complies with the society’s existing rules.

Step 5: Prepare for Re-registration

Before the deadline, societies with updated constitutions and governance structures could apply to re-register. The former process required societies to:

1. gather Required Documents (updated constitution, officer and contact person details, and the society’s registered address);

2. submit a re-registration application via the online platform provided by the Registrar of Incorporated Societies; and

3. pay the applicable fee (if you are incorporating a new society).

Step 6: Establish Ongoing Compliance Practices

Re-registration is just the beginning. To ensure ongoing compliance with the New Act, societies must implement robust governance and operational practices, including:

1. maintaining an up-to-date register of members;

2. conducting regular reviews of governance policies and financial practices;

3. ensuring officers and committee members are familiar with their legal duties and obligations;

4. preparing annual financial statements in accordance with the relevant reporting standards; and

5. filing annual returns with the Registrar.

Summary

The Incorporated Societies Act 2022 presents a significant opportunity for societies to modernise and strengthen their governance. While the re-registration process requires careful planning and execution, it offers societies a chance to initiate discussions about their aspirations and update their rules to reflect day-to-day operations.

For background on the former process, see Community Net Aotearoa. For current guidance after the deadline, see the New Zealand Companies Office guidance on the law changes and restoration.

This article is not a substitute for legal advice and you should consult your lawyer about your specific situation. Please feel free to contact one our team of specialists – David Greenslade and Tim O’Regan - if you would like tailored advice or assistance with compliance,  re-registration and on-going governance of your society.