Use it or lose it: re-register your incorporated society or risk deregistration

Every incorporated society in New Zealand must re-register under the Incorporated Societies Act 2022 by 5 April 2026 if it wishes to continue operating. That deadline is now only around six months away.

For officers and committees this is not a routine compliance task – it is a legal requirement. If a society has not re-registered by that date, it will be removed from the register and will cease to exist as an incorporated society.

The legislation is clear. By 5 April 2026, every society registered under the 1908 Act must do one of the following:

• • Apply to re-register under the 2022 Act
  • Appoint a liquidator
  • Apply to be dissolved

If a society does none of these, it will be struck off. From 6 April 2026, it will no longer exist as a legal entity.

The consequences of failing to re-register are wide-ranging. A deregistered society loses its separate legal identity and cannot hold property, maintain bank accounts nor enter into or enforce contracts in its own name. Its name will no longer be legally protected, meaning another group could register under the same or a similar name.

Members may also become personally liable for debts or obligations the society took on before it ceased to exist, including contracts, leases and loans. The society’s surplus assets must be distributed in line with its constitution, or if that is unclear, under directions from the Registrar.

These are not theoretical risks. They could affect ongoing funding, employment arrangements, service contracts or community programmes. With more than two-thirds of societies still to re-register – more than 15,800 at last count – many face a real risk of disruption if they leave it too late.

Re-registration requires adopting a constitution that meets the requirements of the 2022 Act. That means spelling out clear rules for membership, officer duties and disqualifications, dispute resolution processes and financial reporting.

The Companies Office has provided a model constitution that smaller societies can adapt, but larger or more complex groups may need substantial redrafting. Either way, member approval is required before filing. Societies must also provide an up-to-date register of members and officers and identify a contact person.

Daniel McLaughlin, Special Counsel at Dentons, says:

"It is vital that incorporated societies that have not begun the re-registration process act now. In our experience, societies need to allow at least six months for the process. The steps required include reviewing the existing constitution to identify the necessary changes, engaging with members, preparing and adopting the revised constitution and preparing and filing the registration application. Societies may also want to take the opportunity to undertake a broader governance or operational review. This is not a process to leave until the last minute, nor is it optional. Without taking action, incorporated societies will cease to exist, which will have significant legal, financial and operational consequences.”

For volunteer-run or resource-constrained societies, this process may feel daunting. But the alternative – automatic deregistration – is far more damaging.

Committees should treat this as both a compliance task and a strategic opportunity. Re-registration is a natural checkpoint to ask: is our structure still fit for purpose? Do our rules still reflect how we operate? Are our officer roles clear? Do we have the skills and processes needed to meet the new governance standards?

These questions connect directly to wider conversations in the sector. At the 2025 IoD Leadership Conference, panellists discussed how New Zealand has a high number of small incorporated societies and charities compared with other countries.

While this reflects the energy and initiative of communities, it also leads to fragmentation, duplication and financial fragility. The re-registration process offers an opportunity to step back and consider whether collaboration or even merger could deliver greater impact and resilience.

Re-registration also tests governance leadership. Constitutions cannot be updated in isolation – members must be engaged, informed and supportive.

Officers need to plan for general meetings or special meetings, communicate changes clearly and make sure members understand why the process matters. Done well, this engagement can strengthen trust and alignment. Left too late, it risks confusion, dissent and missed deadlines.

External stakeholders will also be watching. Funders, landlords and contracting parties may question continuity if they see that a society has not re-registered. Officers should proactively reassure stakeholders that steps are under way, with a clear timeline and process.

For larger organisations, failure to re-register could undermine donor confidence, disrupt funding streams or even invalidate contracts.

The good news is that extensive support is available. The Companies Office has built an online hub with plain-language guides, a constitution builder, model rules, templates and explainer videos.

Advisory bodies, community networks and law firms are running webinars and publishing guides to help societies through the transition.

The key message is simple: do not wait until 2026. Allow time for drafting, member approval, filing and any corrections needed if applications are incomplete.

Ultimately, re-registration is both a legal necessity and a governance opportunity. Committees that take the process seriously, resource it properly, and use it as a chance to strengthen their foundations will not only safeguard their legal status but also position themselves for greater resilience in a tough operating environment.

Key takeaways:

• • All incorporated societies must re-register by 5 April 2026 or be deregistered.
  • If deregistered, a society loses legal identity, cannot hold property or enforce contracts, its name is unprotected and members may be personally liable for debts.
  • Constitutions must meet the 2022 Act requirements – covering membership, officer duties, dispute resolution and reporting – and must be approved by members before filing.
  • More than 15,800 societies are still to act; starting early is essential to avoid a last-minute rush.
  • Re-registration is a chance to refresh governance, strengthen member engagement and consider collaboration or merger where it supports long-term impact.