Incorporated societies now have less than a year left to re-register under the Incorporated Societies Act 2022 (2022 Act), the deadline being 5 April 2026. While this may seem like a long time, the timing of a society’s next AGM may impact the ability to meet this timeframe. This is because membership approval is required for both the decision to re-register, as well as any necessary or desired changes to the constitution. Societies should be considering what is needed for re-registration and the process to achieve membership approval now.

All societies must take action

Societies currently registered under the Incorporated Societies Act 1908 (1908 Act) must decide whether to re-register under the 2022 Act. Failing to re-register will result in a society being deregistered, leading to the loss of separate legal status and limited liability. The practical result is that if the group of persons continues to operate, they will be doing so in their personal capacities. It will also be illegal for such a group to use the word “Incorporated” in their name and their former registered name will become available for others to incorporate under.

Find out if you are registered under the 1908 Act.

You can search your society name on the Incorporated Societies Register here. The Act you are registered under is specified at the bottom of the “View Details” page.

What actions should societies be taking in contemplation of the 5 April 2026 deadline?

Societies should be doing the following now:

• Work out the timeline: When must the next AGM be held by? This is likely to be when members will need to approve re-registration, together with any changes to the current constitution (referred to as the “rules” in the 1908 Act). This can be problematic for seasonal societies (such as sports clubs) that do not operate all year round. If the AGM date is not achievable, consider calling a special general meeting (SGM) instead. 
• Review the current constitution: The 2022 Act requires certain matters to be covered off in the constitution, which is submitted as part of re-registration. Are there other matters that need to be updated either to modernise the constitution (e.g. allowing remote meetings) or to reflect preferred administrative processes (e.g. appointment of officers)? It makes sense to deal with these at the same time.
• Review operational processes: What needs to be put in place to meet the 2022 Act’s administrative requirements, such as:
  • obtaining and storing member and officer consent forms; 
  • maintaining a compliant membership register; and
  • maintaining an interests register (for officers).
• Understand officer duties and reporting obligations under the 2022 Act: Officers must understand their duties under the 2022 Act and confirm they are willing to continue to act in that capacity. They should also understand the new reporting requirements, such as annual returns and financial reporting. Take note that the 2022 Act defines “officers" broadly and may include people beyond members of the committee/board who have significant influence over the management or administration of the society.

If a society decides not to re-register, it will need to take steps to wind up, including satisfying any liabilities, distributing any assets, and generally winding up its affairs e.g. terminating contracts and closing bank accounts.

In short, doing nothing is not an option.

Who should take the lead?

Incorporated societies are urged to start preparing for re-registration now. Officers should take the lead and, where appropriate, establish a sub-committee to manage this process. 

For support with re-registration under the 2022 Act, including assistance with drafting a new constitution, please get in touch with one of our subject matter experts.