Placing a society into liquidation

What the process involves, and where to begin

New legislation for incorporated societies

Between 5 October 2023 and 5 April 2026 there are 2 Acts in force

The Incorporated Societies Act 2022 (2022 Act) applies if your society —

  • registered for the first time on or after 5 October 2023, or
  • registered before 5 October 2023 and has reregistered since then.

The Incorporated Societies Act 1908 (1908 Act) applies if your society registered before 5 October 2023 and has not yet reregistered.

An incorporated society can be placed into liquidation by its members, or by the High Court. 

In most cases, liquidation is associated with financial difficulty (being unable to pay your debts), but a society might also be placed into liquidation for reasons such as a falling membership, or the suspension of operations for a period of 12 months or more.

The liquidation process

Liquidation begins when a liquidator is appointed. The liquidation process involves distributing the society's assets and closing the society down. The society is then removed from the register.

This section applies to societies currently registered under the 1908 Act
This section applies to societies currently registered under the 1908 Act

Liquidation by a society’s members

To place a society into liquidation, its members must take the following steps.

Firstly, they must resolve at a general meeting to appoint a liquidator. In doing so, the society must follow the procedures set out in its rules. The resolution to appoint a liquidator must be confirmed at a second general meeting, called specifically for that purpose, and to be held not less than 30 days after the first meeting.

A liquidator (or liquidators) can then be appointed.

A liquidator must also be a licensed insolvency practitioner .

Search for a licensed insolvency practitioner

Liquidation by the High Court

The Registrar, a society member, or a creditor may apply to the High Court to have a society put into liquidation.

An application can be made in one or more of the following circumstances:

  • the society has suspended its operations for 1 year or more
  • the number of members has fallen below 15
  • the society is unable to pay its debts
  • the society is undertaking activities from which individual members are making a pecuniary gain, contrary to the Act
  • any other circumstances which a High Court judge considers acceptable.

This section only applies to societies currently registered under the 2022 Act
This section only applies to societies currently registered under the 2022 Act

Liquidation by a society’s members

To place your society into liquidation, its members must pass a resolution to appoint a liquidator (or liquidators). 

Check your society’s constitution, it should contain information about how your society proposes and passes resolutions. There are also specific requirements in the 2022 Act around the resolution needed to appoint a liquidator. Please refer to sections 227 – 230 of the 2022 Act for full details.

A liquidator must also be a licensed insolvency practitioner .

Search for a licensed insolvency practitioner

Liquidation by the High Court

There are only certain people who can apply to the High Court to have a society put into liquidation. They are:

  • the society or
  • a member or
  • a creditor or
  • the Registrar.

An application can be made in one or more of the following circumstances:

  • The society has suspended its operations for 1 year or more.
  • The number of members has fallen below 10 (see note below).
  • The society is unable to pay its debts.
  • The society’s constitution doesn’t comply with the requirements of the 2022 Act.
  • The society carries on any operations under which a member derives a financial gain contrary to the 2022 Act.
  • The society was mistakenly or fraudulently incorporated.
  • The society exists for an illegal purpose.
  • The society has failed to comply with any provision of, or order given under, the 2022 Act.
  • The High Court is satisfied that it is just and equitable that the society is put into liquidation.

The section below applies to all societies

This information applies to all societies. It doesn't matter which Act they're currently registered under.

Commencing liquidation

Once a liquidator has been appointed they must file their Notice of Appointment with us before the end of the next working day. The liquidation process can then begin.

The ‘Notice of Appointment’ must include:

  • The full legal name of the liquidator(s)
  • The fact they have been appointed
  • The date and time of their appointment, and the address and telephone number to which enquiries can be made.
  • Who made the appointment and, if the liquidator was appointed by the court, who applied to the court for the appointment.

Filing the notice of appointment with the Registrar

To file a notice of appointment online, you’ll need:

  • a RealMe® login, and
  • an online services account for the Incorporated Societies Register.

Step by step

  1. Log in to your online services account.
  2. Search for, and select, the incorporated society you wish to file liquidation documents for.
  3. From the 'Maintain Incorporated Society' menu select 'Lodge External Administration Documents'.
  4. Select the document category 'Liquidation' then the document type 'Notice of Appointment of Liquidator'.
  5. Upload the Notice of Appointment and select the 'Submit' button.
Log in to file notice of appointment of liquidator

What happens next

A liquidator’s role is to:

  • investigate your society's financial affairs
  • establish the cause of its failure
  • investigate possible offences by your society or an officer of your society.

The liquidator takes control of, and freezes all of, your society's unsecured assets which are then sold to repay your creditors.

If necessary the liquidator holds a creditors' meeting to:

  • help identify any previously unknown assets
  • gather information about your society
  • give creditors an opportunity to raise and discuss issues relevant to the liquidation.

The liquidator has significant powers to contact and deal with your society's:

  • members
  • past and present employees
  • receivers, accountants, auditors and bank officers
  • solicitors
  • others involved in forming or managing the society.

The liquidator must prepare regular reports about the activities and outcomes of the liquidation for creditors and shareholders, and file these reports with us.

Filing liquidation documents

Follow the same step by step instructions outlined above to log in and file the liquidator’s reports and other liquidation documents. You'll need to select the relevant document type each time you file a document.

Liquidation of a society follows almost identical processes as for a company. To learn more about the liquidation process, the role of the liquidator, and what happens next, please refer to the following help guides on the Companies Register website.

All help topics

Getting started on the register 8 guides

Searching the Incorporated Societies Register 2 guides

Find out how to search our registers for information about incorporated societies, and other entities

Starting an incorporated society 5 guides

To incorporate a society in New Zealand you must submit an application, along with the required documents, and pay a registration fee.

Reregistering under the 2022 Act 6 guides

Running your incorporated society 7 guides

Once you’ve registered, you’ll need to keep your details on the register up to date, and follow the rules that apply to incorporated societies and how they are run.

Meeting your annual filing requirements 3 guides

Once you've registered your incorporated society, you'll need to file annual financial statements. Societies registered under the Incorporated Societies Act 2022 must also complete an annual return.

Ending an incorporated society 3 guides

When an incorporated society reaches the end of its 'life', it must be wound up and removed from the register. Here we outline the ways this can be done, and the steps involved.

Restoring an incorporated society to the register 2 guides

An application can be made to us to have an incorporated society restored to the register, by the society itself, or by a creditor. You'll need to provide evidence to support your application.

Forms and fees 3 guides

The forms you might need to update a society's details, along with the fees that apply and ways you can pay.

Managing your online account 7 guides