Deadline for reregistration under Incorporated Societies Act 2022

Reregistration of incorporated societies in New Zealand is a one-off transition required by the Incorporated Societies Act 2022, and every existing society must either reregister under the new Act by 5 April 2026 or effectively come to an end as an incorporated society.

Why reregistration is required

The Incorporated Societies Act 2022 replaces the long-standing 1908 Act and introduces modern governance, accountability, and member-protection rules for societies. Around 24,000 societies currently on the register must move across to the new legal framework during the transition period from 5 October 2023 to 5 April 2026. If a society does not reregister by 5 April 2026, it will cease to exist as an incorporated society and will lose separate legal personality and limited liability.

This loss of status has practical consequences: if the group continues operating, members and officers may effectively be acting in their personal capacities, and the group must not use the word “Incorporated” in its name. Its former name will also become available for others to use when incorporating a new society.

Key changes under the 2022 Act

To reregister, a society must comply with the core requirements of the 2022 Act. Important changes include:

• A modern constitution (rules) that meets detailed content requirements set out in the 2022 Act and regulations, covering matters such as purposes, membership, dispute resolution, officer duties, and how decisions are made.

• A minimum of 10 members, which must be confirmed as part of the online application.

• A governing committee and clearly defined “officers,” whose qualifications, duties and disqualification grounds are prescribed in the Act.

• At least one “contact person” whose name and contact details are lodged with the Registrar so the Companies Office can communicate with the society.

• More prescriptive requirements around conflict-of-interest management, record-keeping, and financial reporting (including alignment with XRB reporting standards for some societies).

Many societies will need to update long-standing rules to meet these requirements, for example by inserting or revising dispute resolution procedures, officer-duties clauses, and provisions relating to financial benefit to members.

Preparing to reregister

Preparation should start early, ideally well before the society’s last AGM before 5 April 2026. Before you go near the online form, your society should:

• Review your existing rules and identify gaps or inconsistencies compared to the 2022 Act and regulations.

• Draft a compliant constitution, either by adapting your current rules or using available constitution-builder tools for incorporated societies.

• Consider any governance or operational changes needed so that what happens in practice matches what the constitution will say.

• Prepare a plan to obtain member approval, typically by putting the new constitution and the decision to reregister onto the agenda of an AGM or a properly-called special general meeting.

Official reregistration information and tools provide a step-by-step overview of what needs to be done and suggest that the AGM is often the most convenient time to obtain member approval of both the constitution and the reregistration decision.

Member approval and internal process

Reregistration is not just an administrative filing; it is a decision of the society’s members. Your constitution under the 1908 Act will normally set out how rules are changed and what majority is required. In practice, the process will usually involve:

• Notifying members of a meeting where reregistration and adoption of a new constitution will be considered, following your current notice and quorum rules.

• Circulating the proposed new constitution in advance so members have time to review it.

• Passing a resolution to adopt the new constitution and to authorise officers (or a named person) to complete the online reregistration on behalf of the society.

• Recording the resolution clearly in the minutes, as evidence that the constitution and reregistration were properly approved.

Because both the decision to reregister and the adoption of the new constitution require member approval, the timing of your AGM or any special meeting is critical to meeting the April 2026 deadline.

The online reregistration application

All applications to reregister must be made online via the Incorporated Societies Register operated by the Companies Office. There is no fee to reregister an existing society. The core steps are:

1. Log in with RealMe and access the society

• You must have a RealMe login and an online account on the Companies Office website, and you must have authority over the relevant incorporated society record.

• After logging in, select the society from the “My Businesses” section of your dashboard.

2. Choose the reregistration option

• On the society’s “view details” page, open the “Maintain Incorporated Society” menu.

• Select “Reregister Under 2022 Act” to open the reregistration form.

3. Complete the General Details section

• Confirm that your society has at least 10 members (you must select “Yes” to proceed).

• Upload a copy of your proposed constitution; the system will not allow you to continue unless a constitution file is attached.

4. Provide required contact and officer information

• Supply your registered office address and other contact addresses for the society.

• Provide details of at least one contact person, including their name and contact details.

• Enter details for each committee member and other officers, including their name, physical address, email address, and the date they became an officer.

5. Review and submit

• Work through each section of the online form to ensure all mandatory fields are completed and documents uploaded.

• Submit the application; the Companies Office will notify you of the outcome electronically.

Official help-centre pages also provide a walkthrough that visually demonstrates the on-screen steps for choosing the reregistration option and uploading the constitution.

Consequences of not reregistering and restoration options

If a society does not reregister by 5 April 2026, it will be removed from the register and cease to exist as an incorporated society under the 2022 Act. Existing property and obligations will then need to be dealt with under the transition provisions and any applicable trust or contract arrangements, and those involved may lose the liability protection that incorporation provides.

In some cases, a removed society may be restored to the register by the Registrar or the court under powers in the Act and associated regulations, but there are conditions and time limits on restoration. Restoration applications are also made online through a designated Companies Office process.

How Greenlane CA Limited can help

If your committee feels uncertain about interpreting the new legislation, drafting a compliant constitution, or navigating the online reregistration process, Greenlane CA Limited can provide practical, tailored assistance. We can review your existing rules, prepare or refine a new constitution that aligns with the Act, advise on governance changes, and guide you step-by-step through the decisions that need member approval and the filing process itself, so your society can transition smoothly and on time.