Important update for Incorporated Societies

Information from the November 2025 edition of the Law Changes Review update for incorporated societies

The Incorporated Societies Act 2022 (2022 Act) came fully into force on 5 October 2023.

Here, we cover what will happen to societies that fail to re-register in time, drafting a constitution, and special general meetings.

Only five months left - re-register by 5 April 2026

Time is running out. The reregistration deadline is Sunday 5 April 2026 - and yes, that's Easter Sunday. There will be no extensions.

Even if you have an AGM planned for the new year, start planning now to ensure everything is completed on time.

Read more about how to get ready for re-registering

NOTE: If your society has decided not to re-register, we would strongly encourage you to wind it up and apply to have the society removed from the register before the deadline.

Read more about applying to remove your society from the register

Societies that don't re-register will cease to exist

If your society does not re-register under the 2022 Act by 5 April 2026, it will cease to exist as an incorporated society.

This could have serious consequences:

• You will lose access to your bank accounts, IRD number, and legal status.
• Your society will no longer have control over its property and assets, in such cases, the Registrar could direct how any property and assets are distributed. The society will lose its separate legal identity, meaning members could be held personally liable for any debts or obligations - such as leases or contracts.
• The society will no longer be able to enter any new contracts in its name. The name will no longer be protected- another group could incorporate using the same name.

Drafting a constitution

A society's constitution is a legal document. It sets out your society's purpose, what it does, and how it operates. A well-drafted constitution provides certainty and consistency in the way your society is run and how disputes are resolved.

The 2022 Act specifies what you must include in your constitution.

Drafting your constitution that complies with the 2022 Act is a key part of the reregistration process. It ensures your society's purpose, membership process, financial controls and dispute resolution processes are all clearly defined.

It's the society's responsibility to ensure the constitution meets all the requirements of the 2022 Act.

To help you get it right, we've provided two tools:

• Constitution Builder - to guide you through creating a compliant constitution.
• Constitution Checklist - to make sure you've included everything required.

See how to re-register - watch the video guide

To re-register your society needs to:

• Prepare a constitution and review its operational processes.
• Hold a general meeting to approve the decision to reregister and the new constitution.
• Apply to re-register online on the Companies Office website.

If you haven't started re-registration yet, this short 13-minute YouTube video will take you through the process step-by-step.

Does your society need a special general meeting to re-register?

If you've already held your AGM, but didn't approve reregistration or an updated constitution to bring it in line with the 2022 Act, you may need to hold a special general meeting.

Before calling a special general meeting, your society's committee could first meet to agree on the proposed constitution. This ensures the draft is prepared and ready to present to members for discussion and approval at the meeting.

Hold your meeting in accordance with your society's existing rules. This includes:

• giving members sufficient notice,
• clearly outlining the decisions to be made, and
• ensuring the meeting meets the required quorum.

It is also a good idea to share the draft constitution with members ahead of the meeting. This gives them time to review the content and come prepared.