Placing a society into liquidation

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.

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 Incorporated Societies Act 2022 (2022 Act) around the resolution needed to appoint a liquidator.

A liquidator must also be 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 does not 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.

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 account with us.

Step by step

1. Log in.
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.

What happens during the liquidation

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 will need to select the relevant document type each time you file a document.

General information about liquidations

Liquidation of societies follows almost identical processes as for companies. 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.

• What happens during liquidation
• Appointment and responsibilities of liquidators

Other guides in

Ending an incorporated society

• Applying to remove your society from the register
• Objecting to removal

Other help topics