Nearly half of New Zealand’s incorporated societies are being urged to act before a hard statutory deadline, following changes to the law that modernise how these organisations are governed. Consumer Affairs Minister Scott Simpson has warned that societies which fail to comply risk losing their legal status altogether. The changes stem from the Incorporated Societies Act 2022, which replaced legislation dating back to 1908. While the reforms aim to strengthen governance and accountability, many organisations are only now confronting what it means to re-register incorporated societies under the new regime — and the consequences of not doing so.
What Has Changed
Under the new law, incorporated societies must re-register by 5 April. Societies that do not meet the requirements by that date will be automatically dissolved. According to figures provided by the Minister’s office, more than 11,000 societies are still operating under the old Act.
The new regime introduces several key requirements, including:
- A compliant constitution, containing mandatory provisions such as dispute resolution processes and rules for asset distribution on winding up
- Confirmation of a bank account
- Clear governance and membership rules
- Formal approval of constitutional changes by members
- Lodgement of updated documents with the Companies Office
The intention is to ensure societies operate with modern governance standards and clearer accountability.
What Happens If a Society Does Not Re-Register
The legal consequences of failing to re-register are significant. As Sport NZ’s governance lead has noted, a society that misses the deadline effectively ceases to exist as a legal entity.
This can result in:
- Frozen bank accounts, as banks may not deal with a non-existent legal entity
- Funding issues, with funders unwilling or unable to continue support
- Lease and contract risks, including agreements with councils or landlords needing renegotiation
- Loss of limited liability protection for officers and members
- Complications around distribution of remaining assets
While societies can choose not to re-register, doing so requires a separate and often complex process of winding up or transitioning to a different legal structure.
Why the Process Has Been Challenging for Some Organisations
Smaller clubs and volunteer-run societies have expressed concern about the complexity and time required to comply. Some have found that constitutions which were previously concise now need to be significantly expanded to meet statutory requirements.
That said, government agencies have emphasised that help is available. The Companies Office and Sport NZ provide templates, guidance material and — for very small organisations — simplified constitutional models.
Importantly, the Ministry of Business, Innovation and Employment has confirmed that societies which file compliant documentation before the deadline will continue operating without interruption.
Steps to Ensure Your Incorporated Society Remains Compliant
For organisations that still need to act, the following steps are critical:
- Confirm whether your society has re-registered
Check your status with the Companies Office. - Review and update your constitution
Ensure it includes all mandatory clauses required under the 2022 Act. - Engage members early
Constitutional changes usually require formal approval at a meeting. - Check banking and contractual arrangements
Ensure continuity of legal status to avoid disruption. - Seek legal advice if your structure is complex
This is particularly important for societies that own property, manage significant funds, or operate across multiple regions.
Special transitional arrangements also apply to some residents’ associations that own property, allowing extra time to amend asset-distribution clauses — but these groups must still re-register by the April deadline.