When a society needs liquidating

What the process involves, and where to begin

An incorporated society can be placed into liquidation by its members, or by the High Court. The process involves distributing the society's assets, and bringing it to an end.

The liquidation process

In most cases, liquidation is associated with financial difficulty, 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 of an incorporated society entails stopping its activities, paying its debts, and distributing any assets in the manner set out in its rules. The society is then removed from the register.

The liquidation process for incorporated societies is the same as it is for a company under the Companies Act 1993.

Liquidation by a society’s members

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

  1. Firstly, they must resolve at a general meeting to appoint a liquidator. In doing so, the society is required to follow the procedures set out in its rules.
  2. 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.
  3. A liquidator (or liquidators) can then be appointed. The liquidator must file a 'Notice of Appointment' with us within 10 working days of their appointment. It must include the full legal name of the liquidator(s), the date and time of their appointment, and the address and telephone number to which enquiries can be made.

The liquidation process can then begin.

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 12 months 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.

Commencing liquidation

Once appointed by the society or the High Court, the liquidator must file the Notice of Appointment with us. This can be done online, or manually (by post or email).

If you’re filing online, you’ll need

  • a RealMe® login, and
  • an online services account with the Companies Office

To begin the liquidation process online

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

To file the notice of appointment manually

You can also send the Notice of Appointment to us.

By post to —

Companies Office
Private Bag 92061
Victoria Street West
Auckland 1142

or by email to compliance@companiesoffice.govt.nz

What happens next

To learn more about the liquidation process, the role of the liquidator, and what happens next, please refer to the help pages on the Companies Register website.

Filing liquidation documents

The instructions above should also be used to file the liquidator’s reports and other liquidation documents. You'll need to select the relevant document type each time you file a document.

All help topics

Getting started on the register 6 guides

Find out about incorporated societies and the Incorporated Societies Register, and what's needed to register and maintain an incorporated society in New Zealand.

Searching the Incorporated Societies Register 2 guides

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

Starting an incorporated society 3 guides

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

Running your incorporated society 6 guides

Once you've registered your incorporated society, you'll need to maintain it by keeping your details up to date, filing annual financial statements, and meeting your other legal obligations.

Keeping society details up to date 5 guides

Once you've registered your incorporated society, you'll need to file annual financial statements and update other society details when they change.

Ending an incorporated society 2 guides

When an incorporated society reaches the end of its 'life', it must be wound up and removed from the register. There are two ways this can be done – by dissolving the society, or having it liquidated.

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

Forms you'll need to register your incorporated society and keep it up to date, along with a schedule of fees payable.

Managing your online account 6 guides