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Compliance21 August 2026·12 min read

The Incorporated Societies Act 2022: what committees must do now the deadline has passed

Re-registration closed on 5 April 2026 and about 15% of societies missed it. What that actually means, what a compliant constitution now needs, the six officer duties, and the annual filing cycle every committee owes.

If your society hasn't touched its constitution since some point in the last century, this is the year that stopped being optional. The Incorporated Societies Act 2022 replaced the 1908 Act, and the transition window to move across — re-registration — closed on 5 April 2026. It's now well past that date, so the first thing worth settling is what actually happened when it closed, before getting into what the new Act asks of a committee every year from here.

The deadline has passed — here's the actual position

Re-registration ran from 5 October 2023 to 5 April 2026. The Companies Office is direct about it now: "Between 5 October 2023 and 5 April 2026 existing incorporated societies could reregister and change from the Incorporated Societies Act 1908 to the 2022 Act. That transition period has now ended." Consumer Affairs Minister Scott Simpson declined to extend it in the final days, telling reporters "this is not a new or a sudden requirement, they've had the best part of three and a half years to get underway, it shouldn't come as a surprise." At the time — 1 April 2026, four days before the cut-off — roughly 3,300 of New Zealand's 21,000-plus registered societies, about 15%, still hadn't reregistered.

A society that didn't reregister in time didn't get a grace period. Schedule 1 of the Act provides that a 1908 Act society that hadn't reregistered before the transition date "ceases to exist at the start of the transition date." The Companies Office's guidance is equally blunt about the consequence: a society removed this way becomes a group of individuals personally liable for the debts, contracts and staff obligations that existed before it ceased to exist — the incorporation shield is gone. We couldn't find a published final count of societies actually struck off on 6 April 2026; if your committee doesn't know for certain which side of that line your society landed on, that's the first thing to check, not assume.

There is a restoration path, worth knowing whether or not your society needs it. A society removed for failing to reregister can apply to be restored, but only a person who was an officer or member at the time it came off the register can apply, the application must be accompanied by a constitution that complies with the 2022 Act, and the deadline is 6 April 2032 — six years out. There's an application fee, currently $177.78 plus GST, and the Companies Office publishes a notice of intended restoration and holds it open for 20 working days for objections before confirming it. We've seen these notices running in batches through August 2026 — the process is live, not theoretical.

If your society did reregister, none of that applies to you — but everything from here does, because every currently registered society, without exception, is now governed by the 2022 Act.

What actually changed, and why it mattered

Under the 1908 Act, a society's obligation each year was fairly light: broadly, keep records and file financial statements. The 2022 Act rebuilt this from the ground up, on the view that societies were operating with governance standards that hadn't kept pace with how much money and how many members some of them now handle. Four things are true of the new regime that weren't true of the old one:

  • A new filing exists that never existed before — the annual return, filed separately from the financial statements, carrying two certifications a named officer has to be willing to stand behind.
  • Officer duties are written into the Act itself, modelled on Companies Act director duties, rather than left to case law nobody on a volunteer committee had read.
  • Every constitution must now contain a dispute-resolution procedure — informal "the committee will sort it out" governance is no longer constitutionally sufficient.
  • The small-society financial reporting minimum is now set out in the Act (section 104), giving smaller societies an actual floor to work to instead of guessing at what "proper" financial statements look like.

None of this is retrospective tidying. Every one of these obligations bites on societies right now, every year, keyed to their balance date.

The constitution: where most societies are still short

Section 26 of the Act sets out what every constitution must contain, and re-registration required lodging one that met the list — but "met it on the day we reregistered" and "still meets it now" aren't the same thing, especially if a committee has since made changes informally. The mandatory contents:

  1. The society's name.
  2. Its purposes.
  3. How a person becomes a member — including a requirement that they must consent to membership (this one catches out clubs that used to auto-enrol people, e.g. by category of employment or address).
  4. How a person stops being a member.
  5. Arrangements for keeping the register of members up to date.
  6. The composition, roles, functions, powers and procedures of the committee.
  7. How the chairperson (if the society has one) is elected or appointed.
  8. The quorum and procedure for committee meetings.
  9. How the contact person or persons are elected or appointed.
  10. How the society will control and manage its finances.
  11. The method by which the constitution itself may be amended.
  12. Procedures for resolving disputes — see below; this is the item newest to most committees.
  13. Arrangements and requirements for general meetings.
  14. What happens to the society's surplus assets if it's wound up or removed from the register — typically a nomination of another not-for-profit entity to receive them, so nobody can walk away with the clubhouse.

If your constitution is missing any of these, or was never updated past a template downloaded years ago, that's a real gap, not a formality — the Registrar checked for exactly this at re-registration, and any amendment now needs the same list covered, not just the clauses that happened to survive from 1908.

The dispute-resolution procedure — the one nobody had before

This deserves its own mention because it's genuinely new. Under the 1908 Act, most societies had nothing formal for a dispute between members, or between a member and the committee — it was whatever the chair decided on the night. Section 26(1)(j) of the 2022 Act makes a dispute-resolution procedure mandatory, and requires whatever a society writes to be consistent with the principles of natural justice.

A society can write its own procedure, or adopt the optional procedures set out in Schedule 2 of the Act — and doing so gets it the benefit of a statutory presumption that the procedure is natural-justice-compliant, without having to argue the point later. If a constitution simply doesn't address it, the Act doesn't leave a gap: the default Schedule 2 procedure is treated as included regardless. Either way, "we'll figure it out when something happens" is no longer a constitutionally valid answer, and a committee that hasn't looked at this clause since re-registration should actually read it, not assume it's fine because a lawyer drafted the constitution three years ago.

Officer duties — six of them, and who they apply to

An "officer" under the Act isn't only whoever holds a title. It's every committee member, plus anyone else "occupying a position in the society that allows the person to exercise significant influence over the management or administration of the society" — a treasurer who isn't formally on the committee, or a chief executive of a larger society, both count. That matters because the six statutory duties below apply to that whole group, not just the people whose names are on the constitution as "committee."

The duties, codified in sections 54 to 59 of the Act and owed to the society itself (not to individual members):

  1. Good faith — act in good faith and in what the officer honestly believes to be the best interests of the society.
  2. Proper purpose — exercise any power as an officer only for the purpose it was actually given for.
  3. Compliance — don't act, or agree to the society acting, in a way that breaches the Act or the society's own constitution.
  4. Care and diligence — exercise the care and diligence a reasonable person with the same responsibilities would exercise in the same circumstances, given the society's nature and the officer's role.
  5. No reckless risk to creditors — don't allow the society's activities to be run in a way likely to create a substantial risk of serious loss to its creditors.
  6. No unaffordable commitments — don't agree to the society taking on an obligation unless there's a reasonable belief it can actually be met.

Disqualification. Section 47 sets out who can't be an officer at all: an undischarged bankrupt; someone convicted within the last seven years of an offence involving dishonesty; anyone under 16; and anyone disqualified from being an officer of a charity under the Charities Act 2005. There's a trap worth flagging for committees: if a disqualified person acts as an officer anyway — nobody checked, or nobody knew — the Act still treats them as an officer for the purpose of every duty and obligation above. Disqualification doesn't create an exemption; it just means they shouldn't have been there.

Financial reporting — which set of rules actually applies

This is the cascade that decides the whole engagement, and getting it wrong is the single most expensive mistake available here:

  • Registered with Charities Services? You're out of this regime entirely. You file with Charities Services, not the Registrar of Incorporated Societies — different thresholds, different tiers, nothing to do with what follows.
  • Operating payments of $140,000 or more in each of the last two accounting periods (including any entities the society controls)? You're a "specified not-for-profit entity" and must use generally accepted accounting practice — Tier 1, 2 or 3, by total expenses ($33m+ is Tier 1, $5m–$33m is Tier 2, under $5m is Tier 3). No non-GAAP option is available to you.
  • Operating payments and current assets both under $50,000 in each of the last two accounting periods, and not a donee organisation for tax purposes? You're a "small society," and section 104 of the Act sets a genuine minimum: income/expenditure (or receipts/payments), assets and liabilities, and any mortgages or charges over the society's property. The Registrar publishes its own small-society template, and it's worth using — it's the closest thing to an official format.
  • Neither of the above — roughly the $50,000 to $140,000 middle band? You're neither small nor a specified not-for-profit entity, so the section 104 minimum isn't open to you. You need at least the Tier 4 (Not-for-Profit) standard, which — unlike Tiers 1 to 3 — is the one non-GAAP standard in the framework.

Audit. Below $3 million in total operating expenditure (society plus any controlled entities) in each of the last two accounting periods, there is no statutory audit or review requirement at all — a constitution or a funder's contract might still demand one, but that's contractual, not statutory. Above that threshold for a non-charity, an audit is required.

The annual return, and what it actually asks

This is the filing that didn't exist under the 1908 Act. It has to be filed with the Registrar within six months of the society's balance date (31 March is the statutory default and by far the most common, which puts most societies' full annual filing cycle — AGM, statements, and return — on a 30 September deadline). It asks for the basics: name, balance date, NZBN and registration number, registered office address, at least one contact person, and the name and a physical address for every officer. Then it asks for two things that aren't data entry — they're certifications a named officer has to be prepared to stand behind: that the society currently has 10 or more members, and that the information about the society on the public register is correct as at the date of filing.

Complaints and enforcement

The Registrar can act on a complaint that a society or officer has breached the Act itself, but its role stops there — it has no power over internal disputes, or a constitution breach that isn't also a breach of the Act. That's what the mandatory dispute-resolution procedure is for. Where the Act itself is breached — missed filings, unmaintained registers — non-compliance is an infringement offence, carrying a fee set by regulation or a court fine of up to $3,000: $500 for failing to register the financial statements, $500 for failing to hold the AGM, $100 for failing to register the annual return, plus smaller fees for missed notifications like officer or contact-person changes. Separately, if a society's membership drops below 10, the Registrar can give written notice, and if that isn't fixed within six months, apply to liquidate or remove the society — a second, quieter way a society can disappear that has nothing to do with the reregistration deadline.

A practical checklist for a committee that isn't sure where it stands

  • Search the Incorporated Societies Register for your society's exact name. If it's not there, don't assume — that's the restoration conversation, not the annual-filing one.
  • Confirm your balance date, and count six months forward — that's your AGM, statements and annual return deadline, all three.
  • Run the small-society test against your last two years' figures — total operating payments and total current assets, both under $50,000, not this year's numbers alone.
  • Pull out your constitution and check it against the section 26 list above, especially the dispute-resolution clause and the surplus-assets clause if it predates re-registration.
  • Confirm who your officers actually are — including anyone with significant influence who isn't formally "on the committee" — and check none of them fall foul of the section 47 disqualifications.
  • Check your accounting records go back the required seven completed accounting periods, and that your register of members is current.
  • If you've missed a deadline already, the infringement fees are real but not ruinous — the bigger risk is the same mistake recurring because nobody wrote the dates down anywhere.

A volunteer committee shouldn't have to hold all of this in their heads alongside everything else they already do for the society. That's the specific gap Deplexify's incorporated society annual filing service is built to close — financial statements built to the Registrar's own categories, every annual return answer prepared in order, and a calendar with your actual dates on it, so your committee is reading and signing, not researching and guessing.

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