Our German Desk
Under the Incorporated Societies Act 2022 (2022 Act), all incorporated societies must re-register by 5 April 2026. While that deadline may appear some time away, the steps involved, including updating the society’s constitution, consulting with members, and obtaining the necessary approvals, require significant time and co-ordination. Failure to re-register will result in the society ceasing to exist as a legal entity.
Approximately 24,000 incorporated societies across New Zealand are required to complete this process. In our previous article, we outlined key considerations for societies preparing to re-register under the 2022 Act.
An opportunity for review
A fundamental aspect of re-registration is the review and revision of the society’s constitution, which governs the organisation’s operations, management and decision-making processes.
We are seeing many clients use this process as an opportunity to reassess whether the incorporated society model remains fit for purpose. In some cases, this has led to broader structural discussions. Depending on a society’s operations and long-term objectives, an alternative legal structure may be more appropriate.
Some of the options societies are exploring include:
- Restructuring to a charitable trust – particularly where a society no longer has a broad or active membership.
- Restructuring into a special purpose company and charitable trust – often suited to organisations with distinct operational and property-holding arms.
- Amalgamating with another society or organisation – to streamline governance and consolidate resources.
- Winding up – where the society’s original purpose has been fulfilled or may be better served by another entity.
Each option requires careful analysis, member consultation, and compliance with both the society’s existing rules and legislative requirements.
If your organisation is unsure whether the incorporated society structure remains the best fit or if you’re preparing to re-register, our team can assist with:
- Reviewing and updating your society’s constitution in line with the 2022 Act;
- Advising on governance models and structural alternatives;
- Navigating member engagement and approval processes;
- Managing the legal aspects of restructuring, amalgamation, or winding up.
If you have any questions, please get in touch with a member of our team.
Disclaimer: The information contained in this article is current at the date of publishing and is of a general nature. It should be used as a guide only and not as a substitute for obtaining legal advice. Specific legal advice should be sought where required.
