Time is Ticking: Don't Let Your Incorporated Society Disappear

If your community group, club or residents’ association is an Incorporated Society under the old 1908 Act, a critical deadline is rapidly approaching: 5 April 2026. This isn't just another administrative task; it's a make-or-break moment for your society's very existence. Fail to reregister under the new Incorporated Societies Act 2022, and your society will cease to exist.

The clock is ticking, and while April 2026 might seem a long way off, the reregistration process isn't as simple as checking a box. Some societies are discovering a range of hurdles that can significantly delay or even prevent them from meeting this crucial deadline.

Why the Rush? The Consequences of Inaction

The implications of not reregistering are severe. If your society doesn't make the cut by the deadline:

• Loss of Legal Status: It will lose its separate legal identity. This means it can no longer enter contracts, hold property, or operate with the limited liability protection that incorporation provides.  Contracts would have to be entered into by members personally.
• Chaotic Management: A residents’ association often manages shared spaces and resources used by a group of property owners that are its members.  Things like private roads, water, sewage and shared maintenance. The association may set and enforce rules for use for shared spaces like swimming pools, halls and grounds.  Some of these groups will have 100s of members.  Without the governance structures and processes that provide for appointment of a board and rules around members’ meetings, trying to get everyone to participate and agree will be incredibly difficult.  Even small clubs would find running everything without a board and formal meetings would be difficult.
• Personal Liability: Members could find themselves personally liable for the society's debts and obligations, like leases or outstanding bills.
• Asset Distribution: Existing society rules may or may not detail what happens on winding up.  Some say that surplus assets will be shared equally among members. This can be quite unfair where new members have not contributed much to the surplus compared to members who have been there for ages and, say, paid a lot of money over the years into a common property maintenance sinking fund. Conversely, if there are no rules, the Registrar of Incorporated Societies can direct how your society's assets are distributed, potentially against the wishes of some members.
• Name Loss: Your society's name will no longer be protected, meaning another group could swoop in and use it, impacting your brand and legacy.
• Loss of Funding & Grants: Many funding bodies and grant providers require societies to be legally incorporated, so access to vital financial support will disappear.

In short, doing nothing is not an option.

The Hidden Pitfalls: What Could Derail Your Reregistration?

The new Act requires societies to update their constitutions to meet specific requirements, and this is where many of the challenges lie. This isn't just about tweaking a few clauses; it's a comprehensive review that can expose underlying issues.

1. Member Disagreement on the New Constitution: The new Act mandates certain provisions in the constitution, from officer duties and conflict management to dispute resolution procedures and how members give consent. Getting a diverse group of members to agree on a completely new or significantly revised constitution can be a massive undertaking. Different visions for the society's future, or even resistance to change, can lead to prolonged debates and stalled progress.
2. Extraneous Disputes Bubbling Up: The need for a new constitution often brings latent disputes to the surface. Old grievances, power struggles, or disagreements about the society's purpose can be amplified during this process, enabling individuals to derail the reregistration effort intentionally or unintentionally.
3. Challenges for Residents' Associations and Covenants: For residents' associations, the situation can be even more complex. Many of these societies also have covenants on property titles that may need to change to be consistent with the new constitution. This adds another layer of legal complexity and can involve a separate, time-consuming process with Land Information New Zealand.
4. Meeting Specific Thresholds for Changing Rules: Amending or adopting a new constitution often requires a high threshold of member approval. While some societies might require a simple majority, others have rules demanding a two-thirds majority of those voting, or even a percentage of all members, not just those present at a meeting (e.g., 50% of actual members by number). Achieving such attendance and consensus can be very difficult, especially for larger or less active societies.
5. Insufficient Votes: Even if members agree in principle, simply not getting enough people to turn up to a meeting (whether an AGM or a Special General Meeting) to cast the required votes can be a significant roadblock. Life gets in the way, and people have other commitments.
6. Officer Consent and Eligibility: The new Act introduces clearer duties and eligibility criteria for officers. All officers must provide written consent to their appointment and confirm they are not disqualified. This seemingly simple step can become a hurdle if officers are unwilling or unable to provide this.
7. Maintaining Minimum Membership: The new Act requires a minimum of 10 members (down from 15 in the old Act), but this is now a continuous requirement. Societies need to ensure they consistently meet this threshold.

Is There a Way to Force It Through?

The Incorporated Societies Act 2022 does contain provisions within its Schedule 1 that outline procedures for reregistration, including in situations where difficulties arise. While these provisions exist to help societies navigate complex scenarios, they are largely untested and may involve applications to the Registrar or even the Courts. These processes can be time-consuming and may still require a significant level of member support (for example, at least a majority of members). Relying on these "back-up" options as a primary strategy is risky.

Don't Delay

It is now July. Every society must reregister within the next 9 months or cease to exist.  The message is clear: don't wait! Your society's future depends on proactive action now.

• Review Your Current Constitution: Understand what changes are needed to comply with the 2022 Act.
• Engage Your Members Early: Start discussions about the new constitution and the reregistration process well in advance of your next AGM. Share drafts, answer questions, and build consensus.
• Plan Your Meeting: Ensure you give sufficient notice for your AGM or a Special General Meeting, and consider how to maximise member attendance and participation (e.g., hybrid meetings with some people attending in person and some dialling in or joining online if your current rules allow this). Obtaining proxies may be another way to make up numbers.
• Address Potential Disputes: If you anticipate disagreements, try to address them constructively and openly as early as possible.
• Seek Expert Advice: Don't hesitate to consult with legal professionals or advisors who specialise in incorporated societies if you think you may ruin into difficulties. We can assist if you don’t already have some to help.

The 5 April 2026 deadline is closer than you think, especially when you factor in the time it takes to draft and consult on a new constitution, convene meetings, achieve consensus, and complete the necessary paperwork. Don’t leave it too late.