The countdown is on. Under the Incorporated Societies Act 2022, all existing incorporated societies must re-register by 5 April 2026.
Failing to do so has serious consequences: your society will automatically be removed from the register and will cease to exist as a legal entity. That could mean losing access to contracts, property, or funding streams overnight. To find out more, we have an Information Hub on our website.
With 2025 already here, societies that have not yet started the process need to act quickly to avoid last-minute stress.
Why Re-Registration Matters
Re-registration is more than an administrative step. Every society must ensure its constitution complies with the mandatory requirements set out in section 26 of the Act. We have summarised the requirements below.
This means most societies will need to redraft their constitutions. It also means engaging members well in advance, since the constitution must be approved at a general meeting before it can be filed with the Companies Office.
Adding to the pressure, many societies will have only one more AGM before the April 2026 deadline. If your constitution isn’t passed then, you may need to hold a Special General Meeting.
The Re-Registration Roadmap
Here’s a roadmap for societies preparing to re-register:
Key Constitution Requirements under the Incorporated Societies Act 2022 (NZ)
1. Name
- Must end with “Incorporated”, “Inc”, or “Manatōpū”
2. Purposes
- Lawful purposes only which cannot include operating for members’ financial gain (see s 12)
3. Membership
- Process for joining and consenting to be a member (s 76)
- How membership ends
4. Member Register
- Must maintain updated register with member contact info and membership dates (see s 79)
- Former members information retained for 7 years.
5. Governance Structure
- Committee: Minimum 3 officers, majority must be members
- Officers: Must be natural persons, consent in writing, not disqualified (s 47)
- Officer terms
- Committee functions and powers (see s 46)
- Officer removal grounds (s 50)
- Chairperson: Election/appointment process, casting vote
- Meetings: Quorum and voting procedures
6. Contact Person(s)
- 1–3 persons aged 18+, resident in NZ
Appointment method required (see s 113)
7. Finances
- Must include how finances are controlled and managed
8. Amending the Constitution
- Amendments must be (s 30):
- In writing
- Approved by the required majority
- Compliant with the Act and society rules
- Minor/technical changes follow s 31 procedure
9. Dispute Resolution
- Must include procedures for complaints and dispute resolution or default to Act provisions (sch 1 cl 6)
10. General Meetings (AGMs/SGMs)
- Must specify:
- AGM frequency (s 84)
- Required info: annual report, financials, conflict disclosures) (s 86)
- Minute requirements (s 84)
- Notice periods
- Written resolution process (optional)
- Quorum and meeting procedures
- SGM process if >50% of committee is conflicted (ss 64 and 67)
11. Surplus Asset Distribution
- Must state not-for-profit entity(s) (defined in s 5(3)) to receive assets on wind-up
- Charities must distribute to charities or for charitable purposes
Other Provisions
12. Powers
- May only restrict the society’s powers – not expand them
Section 18 provides societies with wide powers as a default
13. Conflict Disclosures
- AGM must include disclosure of conflicts. If >50% of committee is conflicted, SGM must decide the matter
14. Indemnities & Insurance
- Constitution must expressly authorise officer indemnities or insurance for breaches of duty
Common Pitfalls to Avoid
The re-registration process comes with risks. Here are some of the most common pitfalls societies face:
Leaving it too late
Why It’s a Problem: Drafting, consultation, and approval take time. Waiting until 2026 risks missing the deadline.
How to Avoid It: Start your review now in 2025.
Doing the bare minimum
Why It’s a Problem: Only updating what’s legally required may leave outdated provisions in place.
How to Avoid It: Use this as an opportunity to modernise governance.
Poor member engagement
Why It’s a Problem: Members may reject the constitution if they don’t understand the changes.
How to Avoid It: Socialise the draft early and provide clear explanations.
Relying on templates
Why It’s a Problem: Templates (i.e. constitution builders) may not suit your society’s structure or complexity and can include unnecessary clauses.
How to Avoid It: Get tailored legal advice.
No fallback meeting
Why It’s a Problem: If the constitution fails at the AGM, you may run out of time.
How to Avoid It: Plan for a Special General Meeting if necessary.
Forgetting officer forms
Why It’s a Problem: Without officer consents and certifications, re-registration cannot proceed.
How to Avoid It: Prepare IS22-CCO and IS22-CCA forms early.
Ignoring charities compliance
Why It’s a Problem: Dual-registered charities must also notify Charities Services.
How to Avoid It: Check obligations under both Acts.
Don’t Leave It Too Late
The re-registration deadline of 5 April 2026 may seem distant, but the process takes time. Societies that begin in 2025 will have the best chance of a smooth transition and avoid last-minute pressure.
Need Guidance?
Our team works with incorporated societies of all sizes to prepare for re-registration. If your society hasn’t started yet, now is the time. Contact us today to ensure your society remains compliant and continues its important work.
