Incorporated Societies Act 2022: What Happens If You Miss the Re-registration Deadline?
New Zealand’s incorporated societies are currently transitioning to a new legislative framework.
Although the Incorporated Societies Act 2022 (2022 Act) came into force in April 2022, existing societies continue to operate under the Incorporated Societies Act 1908 (1908 Act) until they re-register under the 2022 Act. That transitional period ends on 5 April 2026, if a society has not re-registered (or otherwise taken steps such as winding up), it will be removed from the register and will no longer be in existence as an incorporated society.
With the deadline approaching, it is important for societies, committee members, and officers to understand what happens if no action is taken and what options may still be available if the deadline is missed.
What Does It Mean for a Society to “Cease to Exist”?
When the 1908 Act is repealed on 5 April 2026, any society that has not successfully re-registered under the 2022 Act will be removed from the register of Incorporated Societies. From that point, the society is no longer recognised as a separate legal entity.
This has several consequences including:
- Loss of separate legal personality: Once removed from the register, a society no longer exists as a separate legal identity. This means the society can no longer enter into contracts or make decisions in its own name. Removal doesn’t automatically transfer all existing liabilities to members/officers, but it can create real exposure (especially for obligations incurred or managed after loss of incorporation), and removal does not affect liability for acts or omissions that occurred before removal.
- Loss of control over assets: A society that has ceased to exist also loses the ability to determine what happens to any assets it owns. Instead, the Registrar of Incorporated Societies may direct how those assets are distributed, in accordance with the rules in the 2022 Act.
- Residents’ associations should be particularly mindful of the re-registration deadline. These groups are often set up to look after shared areas in a neighbourhood, such as private roads, green spaces or drainage. Re-registering under the new law allows a residents’ association to continue operating and retain control of those assets in the short term. However, recent changes only provide temporary relief, meaning many associations will still need to make longer-term decisions about how shared assets are owned and managed in the future.
- Loss of name protection: Once a society is removed from the register, its name is no longer protected. Another group may be able to register a new society using the same or a similar name.
- Tax and IRD implications: When a society is removed from the register, it loses its legal status as an incorporated body. There may be tax and IRD implications (including changes to filing/tax status), and societies should take accounting advice early.
- Banking and operational issues: Banks and other institutions generally require an organisation to have legal status. Removal from the register may result in difficulties such as accounts being frozen or closed and disruption to payroll and supplier payments, among other practical issues.
What If a Re-registration Application Is Still Being Processed?
If a society submits its re-registration application before 5 April 2026, but the Registrar has not made a decision by that date, the society will continue to be treated as incorporated during a statutory grace period.
That grace period lasts until the earliest of:
- The date the society is re-registered under the 2022 Act; or
- The expiry of 28 working days after the Registrar notifies the society of a final decision to refuse re-registration; or
- The expiry of any additional time allowed by a court to appeal the Registrar’s decision.
This ensures societies are not disadvantaged by processing delays outside their control.
Can a Society Be Restored After 5 April 2026?
If a society fails to re-register under the Incorporated Societies Act 2022 and is removed from the register after 5 April 2026, it may be possible for the society to be restored. Restoration may occur either on an application made in the manner prescribed by the regulations or, in limited circumstances, on the Registrar’s own initiative.
The Registrar is required to restore a society to the register if satisfied that, at the time the society was removed, the grounds for removal did not exist, or the society was a party to a legal proceeding, or the society was in receivership or liquidation (or both). In these circumstances, restoration is mandatory rather than discretionary.
In other cases, the Registrar has discretion to restore a society to the register if satisfied that the society was operating at the time of its removal and that there is a proper reason for the society to continue to exist. This form of restoration is not automatic, and the Registrar may refuse an application where those statutory criteria are not met. If restoration is declined, the society may need to incorporate again as a new society.
Even where restoration is available, the Registrar or a court may require the society to comply fully with the Incorporated Societies Act 2022 before it is restored. This may include updating the society’s constitution to meet the new statutory requirements, filing outstanding financial statements, and meeting governance, membership, and reporting obligations under the new Act. Restoration is therefore not a substitute for re-registration.
What Happens to Assets If a Society Does Nothing or Is Not Restored?
If a society does not re-register by 5 April 2026 and does not apply to be restored, it will remain removed from the register and will not legally exist. Any surplus assets must be distributed to one or more not-for-profit entities after any outstanding debts and liabilities are paid.
What Should We Do Now?
With the 5 April 2026 deadline approaching, societies should act sooner rather than later. Practical steps include:
- Confirm whether your society has already re-registered under the Incorporated Societies Act 2022.
- Review your constitution to ensure it complies with the new Act.
- Prepare and submit your re-registration application well before the deadline to allow time to address any issues raised by the Registrar.
- If your society no longer wishes to continue, consider a formal wind-up, dissolution, or liquidation process rather than allowing the society to lapse.
- Seek advice early if your society holds significant assets, employs staff, or has ongoing contractual obligations.
If your society would like advice, our team of specialist not-for-profit lawyers will be able to help.
Learn more about the changes under the Incorporated Societies Act 2022 in our Information Hub.
Special thanks to Partner Andrew Oh, Partner Emma Tomblin, and Solicitor Annalise Cook for preparing this article.
Disclaimer: The content of this article is general in nature and not intended as a substitute for specific professional advice on any matter and should not be relied upon for that purpose.
