Law changes may affect some residents’ associations

New transitional regulations for some residents’ associations

Residents’ associations that are incorporated societies may notify the Registrar that they wish to utilise a provision in the Incorporated Societies (Transitional Arrangements – Disposal of Surplus Assets to Members) Amendment Regulations 2025 relating to dealing with surplus assets under the Incorporated Societies Act 2022 (2022 Act).

What happens with surplus assets under the new 2022 Act

Residents’ associations are set up to manage, and sometimes own, the ‘common property’ at a residential development on behalf of the residents. ‘Common property’ in this context means things like land (such as roadways and gardens), buildings and infrastructure. It is property that the residents’ association will have separate legal title to. 

The 2022 Act replaces the Incorporated Societies Act 1908 (1908 Act) and came into force on 5 October 2023. If your residents’ association is incorporated as a society under the 1908 Act, it will need to reregister before 5 April 2026 to continue operating as an incorporated society. To reregister, you must provide a constitution that complies with the 2022 Act and your constitution must include a clause that describes how surplus assets will be distributed when your society is wound up

1908 Act societies could distribute surplus assets to members

Under the 1908 Act, your society was allowed to have a clause in your constitution permitting the distribution of surplus assets to your members. If your residents’ association owns common property, this means that the common property could be distributed to the residents if the association was wound up. 

2022 Act does not allow surplus assets to be distributed to members

The 2022 Act does not permit the distribution of surplus assets to members when a society winds up. Instead, the society must nominate a not-for-profit entity for those assets to go to.  

Transitional regulations give associations time to comply

The 2022 Act surplus assets requirement presents challenges to existing residents’ associations that own common property. If you intend to reregister under the 2022 Act, the Government has introduced these transitional regulations to give you more time to decide the best course of action. 

Some associations may still distribute surplus assets to members

If your association owns common property, these regulations allow you to keep a clause in your association's constitution allowing you to distribute surplus assets to your members (if your association is wound up). 

This transitional regulation can only be used up to 5 October 2028 

By 5 October 2028, your association will need to either:

• comply with the surplus assets provisions in the 2022 Act (by revising your constitution to nominate a not-for-profit entity), or
• convert to an alternative ownership structure.

Transitional regulations only apply if your association is yet to reregister

These regulations only apply to associations that have not reregistered under the 2022 Act. If you have reregistered before 15 January 2026, you cannot revise your constitution again to make use of these provisions.

You must notify us when you reregister

When you apply to reregister as a 2022 Act society, send us the following form to notify us that the constitution you are submitting retains the existing surplus assets clause.

The form must be emailed to processing@companiesoffice.govt.nz.

The regulations came into force on 15 January 2026

If you wish to take advantage of these transitional regulations you can apply now to reregister as a 2022 Act society (and provide us with your completed notice of intention to exercise transitional provision).

If you have any questions about these regulations, you can email us at engage@socieities.govt.nz.

Related information on this website

Published 15 January 2026, updated 15 January 2026