Incorporated Societies Re-registrations reminder
Topics covered in this article: Incorporated Societies
Associates
Phone: +64 7 927 0594
Email: cbain@clmlaw.co.nz
Bachelor of Arts (History), Canterbury University
Bachelor of Laws (First Class Hons), Auckland University of Technology
Has your society re-registered under the Incorporated Societies Act 2022? If not, read on.
All societies must re-register by 5 April 2026.
A key part of re-registering under the 2022 Act is making sure your constitution (the term used in the 2022 Act) is compliant with several mandatory requirements. That likely means altering or replacing your current Rules (the term used in the Incorporated Societies Act 1908) to meet those requirements.
How you make those alterations (or a full replacement) is set out in your current Rules. Common requirements include:
- Passing the changes at your AGM or at a special general meeting called for that purpose.
- Sending notice of the meeting out a specified number of days (which may be several weeks) in advance.
- Having a specific threshold for approving changes rather than a simple (50%) majority.
If your alterations clause is silent on the notice period, also check your meeting notice clause to see how far in advance you must notify members of the meeting and the details you must provide them.
Your Rules may or may not require you to send a copy of the proposed constitution to members with the meeting notice but we recommend you consider doing this as it will allow your members time to think about the proposed changes and ask any questions before the meeting.
If you plan to make the changes at your AGM, work backwards from the AGM date to make sure you have time to let your members know you will be tabling the proposed constitution and, if required, send a copy of the constitution. If you don’t have enough time, you may need to call a special general meeting.
We also recommend providing some context for members. If they are not part of your committee, they may not be aware that re-registration is mandatory or that many of the clauses in your revised or new constitution are requirements under the 2022 Act.
Once your new constitution is approved, it will need to be signed by at least three members to comply with the 1908 Act which applies until you re-register. Further information on the changes from the 1908 Act to the 2022 Act and some of the mandatory constitution requirements can be found here and on the re-registration process can be found here.
You have until 5 April 2026 to re-register.
Contact the Corporate & Commercial Team for advice or assistance preparing your society for re-registration.
Latest Update: 30 June 2025