Getting ready for reregistering

From 5 October 2023 existing societies will need to reregister under the Incorporated Societies Act 2022 if they want to remain as an incorporated society. You should understand what it means to reregister and what happens if your society doesn’t reregister.

There are a few things your society will need to do before it reregisters, such as preparing some documents and possibly adopting some new processes to comply with the new Act.

Existing societies — those incorporated under the Incorporated Societies Act 1908 (the current Act) — are eligible to reregister under the Incorporated Societies Act 2022 (the new Act). They can apply to reregister under the new Act any time from 5 October 2023 to 5 April 2026. Until a society reregisters it must operate under, and comply with, the current Act.

New societies wanting to register from 5 October 2023, will automatically register under the new Act.

On this page:

• What reregistration means
• Your society must decide what to do
• What will change for societies under the new Act
  • What your society will need to have in place to reregister
  • Once your society has reregistered
• Things to do before you apply
• How to apply for reregistration
• How you can stay up to date

What reregistration means

The reregistration process will involve reregistering your society on the Incorporated Societies Register and providing us with an up-to-date rules document (which will now be called a constitution). After reregistration, your society will continue operating as the same legal entity it has always been.

Your society must decide what to do

It is very important that your society actively decides whether to reregister.

1. If your society decides to reregister, it must prepare for operating under and complying with the new Act. For instance:
   • Your society will need to prepare some new documents (such as a constitution that complies with the new Act and officer consent forms).
   • Your society may also need to adopt and implement some new processes to comply with the new Act (in addition to the examples above, this would also include having mechanisms that ensure that new members consent to being a member of your society).
   • Your society must have a governing body (its committee).
   • There must be at least 3 people on the committee, and every person on the committee is an officer of the society.
   • Officers must consent in writing to be an officer and meet eligibility criteria set out in the Act.
2. If your society decides not to reregister it may decide to appoint a liquidator, or it can apply to be dissolved. In either case, you should check and follow your society’s rules. These may set out the steps you must take to deal with your society’s assets and debts, and what meetings you must hold. Read more about liquidation or dissolution under the current Act.
3. If your society does nothing, the Act determines what will happen to your society.
   • Any society that doesn’t reregister between 5 October 2023 and 5 April 2026 will cease to exist. This means it would no longer be an incorporated society which has the following implications:
     • This removes your right to make decisions on behalf of your society, such as, deciding what happens to any assets it owns. The Registrar could direct how to distribute them instead.
     • This takes away the separate legal identity your society previously had. This means members could be held personally liable for debts or obligations (such as leases) owed by the society. Similarly, your society could not sign any new contracts in its name.
     • The name your society used will no longer have any protection – another group could incorporate using the same name.

What will change for societies under the new Act

The current Act is over 100 years old, so change has been a long time coming. The new Act will modernise the way societies operate. It is more comprehensive than the current Act and will help to integrate best practice processes into all societies (for example, ensuring societies have good mechanisms in place for handling internal disputes and prepare financial statements to a consistent set of standards). The new Act places a stronger emphasis on officers acting in the best interest of the society, not its members.

Refer to our ‘Key changes’ page to see a comparison of the most notable differences between the two Acts.

What your society will need to have in place to reregister

Under the new Act, your society will need to:

• provide a constitution that’s compliant with the new Act.
• include appropriate dispute resolution procedures in their constitution.
• have a committee that’s responsible for managing the operation and affairs of the society.
• have at least 10 members.
• provide at least one person’s contact details (these details will be used by the Registrar to contact the society).

Once your society has reregistered

After your society has reregistered, it must operate under and comply with the new Act.

This means, for example, your society will need to:

• hold its Annual General Meeting (AGM) within 6 months of its balance date (end of financial year).
• prepare its financial statements to new standards —
  
  • Small societies must follow minimum standards set down in the new Act.
  • Larger societies will need to use accounting standards set by the External Reporting Board (XRB) and some will need to have their financial statements audited.
• file an annual return and its financial statements with us within 6 months of its balance date (end of financial year).
• continue to have at least 10 members and ensure all new members consent to becoming a member.
• keep a record of any conflicts of interest that officers may have (Interests Register).
• ensure all new officers consent in writing to being an officer and certify that they’re not disqualified.

Things to do before you apply

You will need to prepare a constitution that meets the requirements of the new Act. Your society might also need to adopt some new processes to comply with the new Act.

You will need to hold at least one general meeting to approve the constitution and decide on other features of your society (such as who will be on the committee, whether you will appoint other officers).

We recommend your society follows the steps set out below to help you prepare —

1. Make an initial assessment of what reregistering would mean for your society
   Your society needs to make an informed decision about the best way forward and each society is different.
   • Your society might already operate in a way that’s close to what the new Act will require, so you might only need to make small changes.
   • On the other hand, your society might need to make several changes to comply with the new Act. See our page covering the key changes.
   • You may choose to seek professional advice to help you with this decision and your next steps.
2. Meet with your members to vote on the decision to reregister
   Organise a general meeting to outline the options and get agreement from your society’s members to proceed with reregistration. You could consider tying this in with your Annual General Meeting (AGM).
   • At this meeting, your members should agree on when might be best to apply for reregistration - such as, would it suit best to apply at the start of a new financial year?
   • From there you can plan for the other things you need to prepare, such as a constitution that complies with the new Act.
3. Review your operational processes
   You need to review your operational processes to make sure they will comply with the new Act.
   For example, your society must have processes —
   • to manage internal disputes in a way that’s consistent with natural justice.
   • that ensure new members give their consent to being a member.
   • for recording all the details required in your register of members.
   • for getting and storing the written consent for each new officer to act as an officer.
   • for disclosing and recording any conflicts of interest (if you don’t already have one, your committee will need to create an ‘Interests Register’ for this purpose)
   • for preparing your financial statements to the appropriate standards (you may need to capture individual transactions in a way that’s easy to create the required financial statements).
4. Review your society’s balance date
   Under the new Act, the end of the financial year (balance date) plays an important role in determining other deadlines. In particular, within 6 months of the balance date your society must —
   • prepare its annual financial statements, and
   • hold its Annual General Meeting (AGM), and
   • file an annual return with us, along with its annual financial statements.
      
5. Draft a constitution
   Under the current Act, your society will have a set of rules that contains provisions required under the 1908 Act. The new Act requires all societies to have a constitution that contains provisions required under section 26 of the 2022 Act.
   
   
   1. You will need to review each of your society’s rules to make sure they comply with the 2022 Act — even if you have made changes quite recently. This is because for some rules, the requirements of the 2022 Act are different than the 1908 Act.
   2. Your society might also need to add new rules or change some existing ones. For instance, your society might —
      1. need to add rules that are compulsory under the 2022 Act - such as:
         • the need to have a contact person
         • how members and officers give their consent
         • dispute resolution clauses, and
         • whether and how written resolutions may be passed instead of holding general meetings.
      2. choose to remove the rule requiring it to have a common seal (a common seal is not mandatory under the 2022 Act).
      3. change rules as appropriate to reflect that the new Act places most responsibilities on the whole committee, rather than the individual roles, such as the secretary or treasurer.
         
         Refer to section 26 of the Incorporated Societies Act 2022 for what your society’s constitution must contain .
         
6. Meet with your members to finalise your reregistration application
   When you apply for reregistration, you will need to provide certain information about your society along with a copy of your society’s constitution. We will let you know exactly what information you will need to provide, and how to apply, closer to October 2023.
   
   To finalise this information, you will need to hold a general meeting. At this meeting, your members must —
   • approve the constitution.
   • agree on the operational processes you’ve reviewed in step 3 above.
   • decide who the officers will be (your society’s committee plus any other officers it may need).
   • decide who the contact person will be – there must be at least one and no more than 3 (The contact person’s details are only for the Registrar to use).
   • formally agree to reregister under the new Act.

How to apply for reregistration

To apply for reregistration, your society will need to complete an online application via our website. There will be no fee for applying to reregister, but you will need to provide certain information about your society and a copy of your society’s constitution.

How you can stay up to date

We will update the information here on our website throughout the reregistration period. You can also choose to receive updates from us directly to your inbox.

Sign up to receive updates from us

If you have any questions or comments about these law changes, you can email us at engage@societies.govt.nz.

Published 10 July 2023, updated 7 September 2023