New Zealand’s incorporated societies sector is undergoing its most significant legal reform in over a century. The Incorporated Societies Act 2022 replaces the Incorporated Societies Act 1908, modernising the legal, governance, and accountability framework for the country’s 23,000+ incorporated societies. All existing societies must re-register under the new Act by 5 April 2026 or face removal from the register and loss of legal status.
As of April 2025, fewer than 25% of the approximately 24,000 societies registered under the 1908 Act have met the new regulatory obligations, according to a recent report.
With the deadline approaching, it is vital for societies to understand the changes and take prompt and early action, seeking legal or governance advice or assistance. All proposed updated constitutions must be reviewed by Companies Office and with a likely flow of numerous applications for re-registration anticipated at a late stage, there are likely to be delays.
Why the Change?
The 1908 Act had become outdated, lacking clarity on governance, officers’ duties, dispute resolution, and financial reporting. The 2022 Act addresses these gaps, codifies best practices, and aligns society governance with contemporary expectations.
Key Differences Between the 1908 Act and the 2022 Act (refer to Companies Office website)
| FEATURE ———- | 1908 Act ———- | 2022 Act ———- |
| Minimum members | 15 | 10 (all must consent to membership) |
| Committee requirement | Not required | Mandatory committee of at least three members who agree in writing to be officers and who confirm their eligibility |
| Definition of officers | Not explicitly defined | Clearly defined, with eligibility and consent requirements |
| Officers’ duties | Not clearly articulated | Statutory duties modelled on Companies Act director duties |
| Contact person | No requirement | At least one contact person required |
| AGM/Meetings | No guidance | AGM required within 6 months of balance date |
| Annual return | Not required | Mandatory annual return filing |
| Financial reporting | Basic; XRB standards only for charities | Tiered reporting; many must use XRB standards, some require audits |
| Dispute resolution | No requirement | Mandatory dispute resolution process in constitution |
| Surplus assets | Can be distributed to members if rules allow | Must go to another not-for-profit; constitution must specify recipient(s) |
| Amalgamation | No statutory process | Statutory process for amalgamation introduced |
| Criminal offences | Generic offences | Targeted offences for egregious conduct |
| Constitution | Basic rules document | Detailed mandatory content, including dispute resolution and asset distribution |
| Common seal | Often required | No longer required |
| Registrar powers | Limited | Expanded inspection, enforcement, and information-sharing powers |
| Recognition of tikanga | Not addressed | Explicitly recognises societies’ self-governing nature, including tikanga and culture |
What Is Involved in Re-registration?
All societies registered under the 1908 Act must complete the following steps to re-register under the 2022 Act:
- Review and update the constitution:
The new Act requires a detailed constitution, including clear membership processes, officer roles and duties, dispute resolution procedures, and asset distribution clauses. - Confirm minimum membership:
At least 10 consenting members must be maintained. - Establish a compliant committee:
At least three officers are required, the majority of whom must be members. Officers must provide written consent and certify their eligibility. - Appoint contact person(s):
At least one contact person must be named. - Hold a general meeting:
Members must approve the new constitution and the re-registration application. - Prepare and submit the application:
Applications are submitted online and must include the new constitution, officer details, contact person(s), and confirmation of compliance with the new Act. There is no application fee.
Deadline for Re-registration
All societies must re-register by 5 April 2026
Consequences of Missing the Deadline
If a society does not re-register by 5 April 2026:
- It will be removed from the register and cease to exist as a legal entity.
- The society cannot enter contracts or own property, and members or officers may become personally liable for outstanding obligations.
- The Registrar may determine asset distribution, typically to another not-for-profit.
- The society’s name becomes available for others to use.
- Restoration to the register is possible but requires a separate, potentially costly process.
Ongoing Compliance Under the 2022 Act
After re-registration, societies must:
- Hold Annual General Meetings (AGMs) and file annual returns and financial statements.
- Maintain comprehensive records, including registers of members and officer interests.
- Ensure all officers meet eligibility and consent requirements.
- Notify the Registrar of any changes to key details.
In summary:
The Incorporated Societies Act 2022 brings New Zealand’s incorporated societies law into the modern era, with clearer governance, accountability, and reporting requirements. All existing societies must re-register by 5 April 2026 or risk deregistration and significant consequences. With timely action and careful planning, societies can ensure a smooth transition to the new legal regime.
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