A Guide to Re-registering your Incorporated Society

The Incorporated Societies Act 2022 (the New Act) has now been in force for over a year. As the final date for re-registration of existing incorporated societies (5 April 2026) draws closer, we are seeing a steady uptick in the number of societies seeking clarity on the requirements for, and process of, re-registering under the New Act.

This article outlines the practical steps societies should take to re-register and comply with the New Act, ensuring a smooth transition from the old Act to the New Act.

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 is 5 April 2026. Societies should aim to complete the process well in advance to avoid last-minute issues.

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

Once the constitution and governance structures are updated, societies can initiate the re-registration process. Key steps include:

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.

We encourage societies to act early, engage with their members, and seek professional guidance to make the transition as smooth as possible. Community Net Aotearoa the New Zealand Companies Office both have online guides which can help you through the re-registration process.

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, Tim O’Regan, and Oliver Lee - if you would like tailored advice or assistance with compliance,  re-registration and on-going governance of your society.