Quick guide — Getting reregistering sorted

Getting reregistering sorted under the Incorporated Societies Act 2022

Part of: Reregistration videos and tools

Is reregistration right for you?

Before reregistering it’s important to decide if reregistration is right for your society.

Read the guide at is-register.companiesoffice.govt.nz/reregistering

Yes - Apply to reregister your society

Step 1: Prepare constitution and establish a committee

A. Draft a compliant constitution

Your society must draft a constitution that complies with the 2022 Act, including:

  • the composition, roles, functions, powers, and procedures of the society’s committee
  • dispute resolution procedures
  • nominating a not-for-profit organisation or class of organisation to distribute surplus assets on winding up.
B. Identify nominees for certain positions

Your society must decide who you want as committee members and contact persons. An example of a compliant society is set out below.

Committee (Governing body) — Minimum 3, majority must be members Members — Minimum 10 Officers — (Made up of) committee members or people with significant influence over management or administration of the society Contact person(s) — Minimum 1, Maximum 3

Step 2: Make decisions

At an Annual General Meeting (AGM) or Special General Meeting your society will need to:

  • decide to reregister
  • approve your society’s constitution, and
  • elect or appoint committee members and contact person(s).

Step 3: Prepare to transition

A. Prepare officer paperwork

Your chosen officers must:

  • consent in writing to be an officer, and
  • certify they are not disqualified.
B. Prepare to keep society records

Your society needs to set up processes to store:

  • membership details (the ‘Register of Members’)
  • conflict of interest details (the ‘Interests Register’)
  • accounting records
  • other records (e.g. AGM minutes).

Step 4: Apply to reregister

Apply online on our website.

Read the step by step instructions on our website: is-register.companiesoffice.govt.nz/reregistering
Contact us on 0508 762 438 or email info@businessregisters.govt.nz if you need any help with reregistration.

Reregistration complete!

Within 3 business days, the Companies Office will:

  • update the Incorporated Societies Register
  • provide your society with a new certificate of incorporation.

We will contact the person who completed the application if we have any questions or identify issues that need to be fixed.

NO — Wind up your society

If your society decides not to reregister it may:

  • appoint a liquidator, or
  • apply to be dissolved.

In either case, you should check and follow your rules.

Society no longer incorporated

After being removed from the Incorporated Societies Register, your society will no longer have:

  • a separate legal identity
  • the ability to sign contracts as your society
  • limited liability (i.e. members may be held personally liable for debts or obligations incurred)
  • protection for your name – another group could incorporate using the same name.

Published 30 July 2024

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