Re-register or disappear: the moment for incorporated societies to act

For many charities and incorporated societies, the most immediate governance pressure right now is the requirement to re-register under the Incorporated Societies Act 2022 by 5 April 2026. Constitutions need updating, rules must meet the new legislative requirements, and volunteer boards – already stretched – are being asked to work through complex changes. Yet many organisations have not yet completed the process.

“The last I heard from the Companies Office, there were about 9,400 incorporated societies that had not yet re-registered,” said Steven Moe MInstD, partner at Parry Field Lawyers, during a recent Institute of Directors webinar on not-for-profit governance. “That’s quite a lot of groups still facing this change.”

For some boards, the re-registration requirement may feel like administrative housekeeping, but the implications are significant. Organisations that do not re-register by the deadline will cease to exist as incorporated societies – a reality that has prompted many boards to revisit their constitutions and governance arrangements, sometimes for the first time in decades.

The re-registration challenge

As IoD Principal Governance Advisor Judene Edgar MNZM, CMInstD noted during the discussion, the process can also prompt boards to think more broadly about how their organisation is structured and whether it remains the best vehicle for delivering its purpose.

In some cases, that may mean strengthening partnerships, sharing services or exploring collaboration with similar organisations. In others, it may lead boards to ask more difficult questions – including whether the organisation should restructure, merge or even close to better serve the community it was established to support.

Alongside the incorporated societies reforms, other legislative developments are also shaping expectations of not-for-profit governance. The three-yearly governance review requirement under the Charities Act 2005 has been in place for several years, while the Trusts Act 2019 clarified the duties of trustees. Together, these changes signal a broader shift towards more disciplined and transparent governance across the sector.

Beyond compliance

Yet, as the webinar discussion unfolded, it became clear that legislation itself was only part of the story. Many of the questions raised by participants focused less on compliance and more on how boards actually function in practice – how they recruit members, manage succession, challenge decisions and remain focused on purpose. 
“You can treat it purely as a compliance exercise,” said Edgar. “Update a few documents and move on. Or you can treat it as a leadership moment.”

That distinction matters for Edgar. Compliance asks whether a requirement has been met. Confidence asks whether the organisation is genuinely governing well, and whether its structures, capabilities and behaviours are strong enough for the challenges ahead.

One example lies in the wording of the Charities Act itself. As Moe pointed out, the legislation requires charities to review their “governance procedures”, not simply their constitution.

“It doesn’t say the trust rules or the constitution,” he said. “By defining it as governance procedures, it’s actually a wider conception of what a charity needs to have in place.”

In other words, governance reviews are not only about documents. They are also about the policies, practices and behaviours that shape how boards make decisions.

A constitution can sit neatly on a shelf while decision-making drifts. A policy manual can exist without influencing behaviour. The more useful question for boards is whether the way they govern – the structures, information flows and habits – reflects the organisation today, rather than the one that existed when the document was written.

Many governance documents in the sector reflect earlier eras. Some are overly prescriptive, embedding operational detail that would sit more appropriately in policy. Others contain provisions that no one follows in practice. A thoughtful review allows boards to simplify, clarify and modernise, while retaining what supports accountability and removing what no longer serves a purpose.

Governance in practice

Yet the deeper work lies beyond documents. Governance strength is rarely tested in routine meetings. It becomes visible when organisations face pressure; when funding falls short, when safeguarding concerns arise, or when public scrutiny intensifies.

During the webinar discussion, several participants raised concerns about how volunteer boards can realistically meet growing governance expectations. Moe acknowledged the challenge, but suggested that clarity about governance roles is an important starting point.

“Management is fixing the leak in the ship or repairing the sail,” he said. “Governance is getting into a helicopter above the ship and saying: we need to change course because there’s an iceberg ahead.”

Creating space for that strategic perspective often requires boards to rethink how they use their time. Many boards spend most of their meetings reviewing reports or operational matters, leaving limited opportunity to discuss future direction.

Board evaluation is another area where the discussion revealed untapped potential. While more frequently used in larger organisations, evaluations remain less common in the not-for-profit sector.

“Evaluation makes the invisible visible,” Edgar noted, “and surfaces patterns that may have simply become normalised over time.”

By creating a structured opportunity to reflect on how the board operates – such as preparation for meetings, decision-making processes, management of conflicts or the quality of discussion – boards can identify patterns that may otherwise remain hidden. Framed well, evaluation turns improvement into a collective responsibility rather than a personal critique.

Board composition was also a recurring theme. Recruiting board members, particularly in a voluntary capacity, can be difficult, but Edgar encouraged boards to think more carefully about the capabilities they need. 
“Sometimes we look for a profession rather than a capability,” she said. “But if you unpack what someone actually brings – risk management, stakeholder engagement, financial oversight – you often find strengths that weren’t obvious at first glance.”

Skills matrices can help boards think more deliberately about the mix of expertise around the table and identify gaps before recruitment begins.

Returning to purpose

Purpose also featured strongly in the discussion. Moe suggested a simple exercise: ask every board member to articulate the organisation’s purpose and compare the answers.

“If you get seven different responses around the table, that tells you something,” he said.

Purpose drift can occur gradually as organisations respond to funding opportunities or evolving community needs. Periodically revisiting purpose helps boards ensure their activities remain aligned with their founding mandate.

In some cases, that reflection may prompt deeper questions about structure. New Zealand has one of the highest numbers of charities per capita in the world, and some organisations operate with overlapping mandates and limited resources. Governance reviews can therefore create space to consider collaboration, shared services or other structural changes that strengthen long-term impact.

“These moments prompt boards to pause and ask deeper questions,” Edgar said. “Are our structures still fit for purpose? Are we governing in a way that builds trust and supports long-term impact?”

Legislative change may initially appear as another administrative hurdle. Yet for many charities and societies it also offers a catalyst for reflection. Used thoughtfully, these governance milestones can help boards move beyond compliance and build the confidence that their organisations are truly equipped for the future.