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Reregistration of incorporated societies

Incorporated societies have until 5 April 2026 to reregister under the new Incorporated Societies Act 2022.

type
Article
author
By Dentons
date
26 Jul 2024
read time
5 min to read
Reregistration of incorporated societies

The reregistration process for incorporated societies involves a few tasks that are time consuming as we approach the 5 April 2026 deadline under the new Incorporated Societies Act 2022 (new Act).

In particular, incorporated societies will have to review and update their constitutions (and operational processes) to ensure they meet the mandatory requirements set out in the new Act. The requirements of the new Act are far more comprehensive than those in the predecessor Incorporated Societies Act 1908 (1908 Act). Incorporated societies will have to lodge their updated constitutions together with the reregistration applications. The reregistration applications have to be formally approved by the members.

The deadline may still seem a safe distance away, but given it is taking on average around six months to complete the whole process, we urge incorporated societies to overcome inertia and get the process underway now.

There will be serious consequences if an incorporated society does not reregister (or does not formally wind up) by the deadline:

  • Its registration under the 1908 Act will become ineffective and it will cease to exist.
  • The protection from personal liability by virtue of the incorporation under the 1908 Act will be lost. Any outstanding liabilities of the formerly incorporated society will become personal liabilities of its members, with members of the governing committee being the most exposed due to the duties they owe.
  • The members will lose any ability to deal with any leftover assets or run the work of the formerly incorporated society – the new Act vests those powers in the Registrar.
  • The members may be forced to restore the formerly incorporated society to the register (a fee is payable for this), or this may be imposed on them by the Registrar or creditors of the formerly incorporated society, to allow for any due process to play out (for instance to proceed with or conclude any dispute).
  • The formerly incorporated society’s charitable registration (if relevant), relationships with third parties and public standing may be jeopardised.

A prompt attention to the reregistration process will neutralise the above risks and allow incorporated societies the time needed to re-design their constitutions and operational processes in accordance with the new Act and their particular needs.

Below is a snapshot of what the reregistration process entails, followed by a more detailed timetable. 

The governing committee should hold a general meeting with the members at which it should:

Present the options available to the members.
Make a plan with the members for details such as when reregistration or winding up should be completed by.
Note: The remaining steps assume that reregistration is the chosen option.

Steps

 Action points Allow for
1. Make a preliminary assessment

The governing committee should:

  • review the new Act and consider how it impacts on the incorporated society (Society).
  • prepare for a general meeting with the members. Make a note of the available options (reregistration or, if the Society is nearing the end of its useful life or faces other challenges, then winding up) and what the process would be for pursuing them.
  • give notice of the general meeting to the members.
 2-4 weeks
2. Hold a preliminary general meeting with members

The governing committee should hold a general meeting with the members at which it should:

  • Present the options available to the members.
  • Make a plan with the members for details such as when reregistration or winding up should be completed by.

Note: The remaining steps assume that reregistration is the chosen option.

 1 week
3. Review the Society’s constitution

Due to the comprehensive nature of the new Act, this step will most likely entail preparing a new draft constitution.

The governing committee should, in consultation with members and other stakeholders, ensure that the Society’s new draft constitution contains the following mandatory provisions which meet the specific requirements of the new Act:

  • the name of the Society.
  • the specific purposes for which it had been established.
  • prohibition of members having any rights or interests in the Society’s property and of members obtaining any financial gain from the Society.
  • membership provisions.
  • procedure for election of a contact person.
  • provisions regarding the make-up, functions, powers and
  • proceedings of the governing committee.
  • conflicts of interest provisions.
  • arrangements and requirements for general meetings of members.
  • provisions for the control and management of the finances.
  • method for amending the constitution.
  • a dispute resolution process.
  • winding up provisions.

Note – A few rounds of consultation may be needed.

 4-12 weeks
4. Review the Society’s operational processes

The governing committee should complete this step simultaneously with step 3. The governing committee should check that the Society’s governance mechanisms and operational processes comply with the new Act and update them if necessary. This may include:

  • preparing protocols for obtaining and storing the written consent for each new ‘officer’ (typically a member of the governing committee) to act as an officer, and for confirming they meet the criteria under the new Act.
  • preparing a register of members (or updating an existing register) for recording all the details required by the new Act.
  • creating an interests register (if one does not already exist).
  • preparing to meet the requirements to file annual returns and to have financial statements prepared in accordance with the requirements imposed by the new Act.
 See step 3
5. Hold a final general meeting with the members

The governing committee will need to hold a final general meeting with the members. At this meeting, the members must formally:

  • approve the new constitution and other operational
  • procedures and processes.
  • approve the officers of the Society.
  • approve the contact person for the Society.
  • agree to reregister under the new Act.
 1 week
6. Collate all documents & information for the reregistration application

The governing committee will then need to collate all documents and information necessary for the reregistration application. The application must contain/be accompanied by:

  • the proposed name of the Society.
  • the name and contact details of at least one contact person for the Society.
  • the Society’s current registration number and New Zealand Business Number.
  • the physical address of the Society’s registered office.
  • the Society’s balance date.
  • the names of all officers, their physical addresses, written consents to become officers, and certificates that they are not disqualified from being officers of the Society.
  • confirmation from a named officer that:
    • the number of persons applying to incorporate the Society is ten or more, and
    • the proposed constitution complies with the New Act.
  • a copy of the Society’s proposed constitution.

Note: There is no application fee payable.

 1-2 weeks
7. Submit the reregistration application prior to the deadline

The governing committee will need to:

  • submit the reregistration application online, prior to the deadline.
  • attend to queries from the Registrar (if any).
  • await receipt of the new certificate of incorporation.
 1-4 weeks
8. Update the members and relevant stakeholders

Finally, the governing committee should update the members and relevant stakeholders (eg holders of powers of appointment, employees, donors, key contractors) on the conclusion of the reregistration process and, if desired, provide them with a copy of the new certificate of incorporation.

 1 weeks
Total time:  11-25 weeks

We hope that this insight will give incorporated societies an idea of what the process involves and how much time they ought to set aside for it. Additional considerations will apply for incorporated societies registered as charities. We can assist with any or all aspects of the process.

Prepared by Dentons staff: Henry Brandts-Giesen, partner, Silvia McPherson, partner, David Lewis, partner, Daniel Mclaughlin, special counsel, Christine James, special counsel.

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