The final countdown is on - societies must re register under the Incorporated Societies Act 2022 by 5 April 2026 or lose incorporated status. 

All incorporated societies currently operating under the Incorporated Societies Act 1908 (ISA 1908) have until 5 April 2026 to apply to re‑register under the new Incorporated Societies Act 2022 (ISA 2022). An ISA 1908 society that fails to apply for re-registration by that deadline will cease to exist at the start of 5 April. 

There have been calls for an extension to the re registration deadline, because a large number of ISA 1908 societies have not yet re-registered. To date, however, such calls have been unsuccessful, with the Ministry of Business, Innovation & Employment opposed to any extension and no sign that any last-minute extension will be granted. 

Accordingly, societies registered under the ISA 1908 should consider and address their position in relation to re-registration as soon as possible.

Action required to re-register under the ISA 2022

Re-registration under the ISA 2022 is not an administrative formality. The ISA 2022 represents a substantial reform of incorporated societies law, designed to modernise governance, increase transparency, and strengthen accountability, and a key aspect of this is a requirement for all ISA 2022 societies to have constitutions that include prescriptive mandatory content and align with the new legislation.

Accordingly, in order to re-register, an ISA 1908 society needs to review and if necessary update its existing constitution, and typically various changes will need to made to a society’s current constitution to meet the new mandatory content requirements and align with the ISA 2022. 

For further details, see our earlier articles about: 

• mandatory content requirements for constitutions
• transitioning to the new legislation
• the key provisions of the ISA 2022.

Transitional provisions may help with getting membership approval

Some ISA 1908 societies may be concerned about getting an ISA 2022-compliant constitution approved by their membership, especially if their current constitution sets a high approval threshold and/or any external approval requirement for constitutional changes. 

The ISA 2022’s transitional provisions may help such societies. This is because the provisions permit an ISA 1908 society’s re-registration constitution to be approved at a general meeting of the society by a simple majority vote of members entitled to vote and voting on the matter, and a very recent High Court decision confirms that the provisions effectively override any contrary approval requirement (in the particular case, 75% majority approval) for constitutional changes under an ISA 1908 society’s current constitution.^[1]

The High Court emphasised that the ISA 2022’s transitional provisions are designed to provide an efficient and workable method for societies to adopt a compliant constitution in time to avoid the severe consequences of failing to re register by the re-registration deadline.^[2]

Potential implications of not re-registering

If an ISA 1908 society fails to re-register by 5 April 2026, it will automatically cease to exist as an incorporated society at the start of that date, and it will be treated as if it had been removed from the register under the ISA 2022 at that time. 

The potential implications of an incorporated society ceasing to exist are serious. For example:

• Cessation of separate legal entity: the society would no longer exist as a separate incorporated legal entity capable of entering into agreements, holding assets, incurring liabilities and taking other actions in its own name (and if those involved in the society seek to continue operations without incorporation, they may be exposed to personal liability)
• Loss of control of assets: the society may not be able to access or control its assets, potentially including its bank account(s), and the Registrar of Incorporated Societies may take action in relation to disposal of the society’s assets (but any such action should be deferred by the Registrar if it is clear that there will be application for restoration of the society, as discussed below)
• Vulnerability of name: the society’s name may become vulnerable, for example to another group seeking to incorporate under the same name or a similar name.

Retroactive restoration will be an option

In light of those potential implications, ideally an ISA 1908 society that intends to continue operating will apply to re-register under the ISA 2022 before the re-registration deadline. 

If not, there will still be the option of applying to the Registrar of Incorporated Societies to “restore” the ISA 1908 society to the ISA 2022 register, and if a society is restored under this process then it will be treated as having continued in existence as if it had not been removed from the register, ie restoration to the register has retroactive effect.

Restoration is, however, a back-up, second-best option only, as there may still be interim implications for an ISA 1908 society if there is a period of time from 5 April 2026 during which the society is not shown on the ISA 2022 register. 

Get in touch

Our highly experienced incorporated societies team provides clear, practical advice regarding ISA 2022 re-registration, incorporated society establishment and compliance, constitutional drafting, governance, charitable and tax-exempt status and other tax matters, and other aspects of incorporated societies’ operations. 

We work with incorporated societies of all sizes across a wide range of sectors, including professional and trade associations, sports organisations, iwi and hapu entities, residents’ associations, healthcare organisations, business associations, and educational organisations.

Please contact one of our incorporated societies law experts below if you have any questions or require assistance regarding re-registration under the ISA 2022.

Special thanks to Cody Malaki and Holly Henderson for their assistance in writing this article.