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:

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. A liquidator must also be a licensed insolvency practitioner.
Search for a licensed insolvency practitioner

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. The liquidator must file a 'Notice of Appointment' with us before the end of the next working day following their appointment. It must include:

  • the full legal name of the liquidator(s)
  • the fact they have been appointed
  • the date and time of the appointment
  • the address and telephone number to which, during normal business hours, enquiries may be directed by a creditor or shareholder
  • who made the appointment and, if the liquidator was appointed by the court, who applied to the court for the appointment
  • a notice stating that liquidators of insolvent companies are required to be licensed insolvency practitioners, and that more information about the regulation of insolvency practitioners is available from the Registrar.
  • 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.

Please use the following form to complete the details.

How to file the Notice of Appointment online

To file online, you’ll need:

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

  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

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 5 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 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.

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.