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Compliance25 September 2026·11 min read

Your incorporated society missed re-registration — what the 2022 Act means for it now

Around 24,000 incorporated societies had until 5 April 2026 to re-register under the 2022 Act. A society that didn't has been automatically removed from the register and has lost its separate legal identity. This explains what that means for bank accounts, contracts and personal liability, how restoration works and what it costs, what happens to surplus assets, and the narrow, time-limited exception for societies that own shared communal facilities.

Around 24,000 incorporated societies across New Zealand had a transition window — from 5 October 2023 to 5 April 2026 — to re-register under the Incorporated Societies Act 2022. That window has now closed. A society still incorporated under the old 1908 Act that didn't re-register, wind up, or otherwise deal with its status by that date has been automatically removed from the register and has lost its separate legal identity. It can potentially come back through restoration, but restoration isn't automatic, isn't free, and isn't a substitute for actually complying with the 2022 Act.

What the deadline was, and what happened when it passed

The 2022 Act's transition period ran from 5 October 2023 to 5 April 2026. If a society hadn't re-registered — or taken another step such as winding up — it was removed from the register when the transition period ended on 5 April 2026. One narrow piece of relief applied to societies that had genuinely applied but were still waiting on a decision: if a re-registration application was submitted before 5 April 2026 but hadn't yet been decided, the society continued to be treated as incorporated until the application was resolved, or for 28 working days after a final refusal notice, plus any further time a court allowed on appeal.

There's one clear exception. A 1908 Act society that had already been placed into liquidation before 5 April 2026 keeps being governed by the 1908 Act throughout that liquidation — the liquidator still has to comply with sections 24 to 27 of the 1908 Act, including filing six-monthly reports and a final report. That's a deliberately different position from simply missing the deadline: it only applies to societies that had already started a formal liquidation before the cut-off, not ones that just ran out of time. Outside that exception, the former re-registration process is no longer available at all — if your society missed the window, the return route now runs through restoration, not reregistration.

What losing incorporation actually means right now

Once a society is removed, several practical and legal consequences follow immediately:

  • It may lose access to its own bank accounts, and will likely need to re-apply for an IRD number.
  • It loses the ability to decide what happens to its own assets — the Registrar of Incorporated Societies can direct how those assets are distributed instead, under the rules in the 2022 Act. The Registrar is expected to defer taking that action, though, if it's clear a restoration application is going to follow.
  • Removal doesn't automatically transfer every existing liability onto members or officers, but it can create real exposure — particularly for obligations incurred or managed after the society lost its incorporation. It doesn't remove liability for anything that happened before removal either; that liability simply carries forward.
  • Once the society has lost its separate legal identity, members could be held personally liable for its debts, financial obligations or leases, and the society can't sign any new contracts in its own name.
  • The society's name is no longer protected on the register. Another group can register a new society using the same or a similar name.

One further trap worth knowing about while your society's status is unresolved: a person who doesn't comply with the Registrar's requirements to hand over registers, records or other documents can be liable for a fine of up to $10,000. If the Registrar comes asking for records during this period, that's not something to leave unanswered.

Can it come back? Restoration

A society removed for not re-registering can apply to be restored, but there's a hard outer limit: the application has to be made before 6 April 2032. For a 1908 Act society, only someone who was an officer or member of the society at the time it was removed can apply.

What happens next depends on the ground you're applying under, and the two routes work very differently:

  • Mandatory restoration. The Registrar is required to restore the society if satisfied that, at the time it was removed, the grounds for removal didn't actually exist, or the society was a party to legal proceedings, or it was in receivership or liquidation. There's no discretion here — if one of these applies, restoration follows.
  • Discretionary restoration. In other cases, the Registrar has discretion to restore a society if satisfied it was actually operating when it was removed and there's a proper reason for it to continue existing. This isn't automatic, and the Registrar can refuse it. If restoration is declined on this ground, the group may need to incorporate again as an entirely new society instead.

One genuinely reassuring detail: restoration has retroactive effect. If a society is restored, it's treated as having continued in existence the whole time, as if it had never been removed from the register — not as a fresh start with a gap in the middle.

That retroactive effect doesn't mean restoration is a shortcut around actually complying with the 2022 Act, though. The Registrar or a court can require the society to fully comply with the Act before restoring it — including updating its constitution, filing any outstanding financial statements, and meeting its governance and reporting obligations. Restoration is not a substitute for re-registration; it's a route back to a society that then still has to meet the same standard a properly re-registered one would.

How to apply, and what it costs

Which application process you use depends on your society's history, and the two Companies Office pathways differ more than you'd expect for what's meant to be the same fee:

Situation How you apply Payment options Fee
Never re-registered from the 1908 Act Manual application only, sent by email or post to the Companies Office Card or direct debit $177.78 plus GST
Previously re-registered under the 2022 Act, later removed Online, if you have a RealMe login and confirmed authority; manual if authority wasn't confirmed Card, direct debit or internet banking $177.78 plus GST

The fee is the same either way, but a 1908 Act society that never made it into the 2022 Act regime has a narrower, slower application route than one that had already re-registered and was removed for some other reason later. Work out which category your society actually falls into before you start — using the wrong guide will just cost you time.

If the Companies Office accepts your application, it gives public notice of the intended restoration — published on the Incorporated Societies Register website and in the New Zealand Gazette — and allows 20 working days for any objections before the society is actually restored. Once restored, the society is back on the same footing as any other 2022 Act society: it has to complete annual returns, file annual financial statements, and keep its details on the register up to date going forward.

What happens to surplus assets if the society isn't restored

If nothing is done and the society isn't restored, it simply stays removed — it doesn't legally exist. Any surplus assets have to be distributed to one or more not-for-profit entities once outstanding debts and liabilities are paid. This is a genuine break from how things used to work: under the old 1908 Act, a society could distribute its surplus assets among its own members on liquidation or dissolution. The 2022 Act specifically prohibits that for a society that's liquidated or removed from the register — instead, surplus assets have to go to a not-for-profit entity named or described in the society's own constitution. One sector is carved out of this rule entirely: it doesn't apply to racing clubs.

The narrow, temporary exception for societies with shared facilities

There's one specific group of societies that can still legally distribute surplus assets to members, at least for now — but it's a narrower fit than it might first sound, and it's easy to assume it applies when it doesn't.

The Incorporated Societies (Transitional Arrangements—Disposal of Surplus Assets to Members) Amendment Regulations 2025 came into force on 15 January 2026, made under section 256 of the 2022 Act, amending the Incorporated Societies Regulations 2023. They create a transitional period running from 15 January 2026 to the close of 5 October 2028, during which a qualifying "specified society" doesn't have to comply with the usual rule requiring a nominated not-for-profit recipient.

The qualifying test is specific: immediately before 15 January 2026, the society had to be an existing society that owns communal facilities, its rules had to already include a specified surplus asset provision allowing member distribution, and — this is the part worth reading closely — the society had to give notice to the Registrar, at the time it applied for reregistration, that it intended to rely on this Part.

That last condition is tied to the reregistration application itself. A society that never applied to reregister cannot use this exception now — it cannot be picked up through restoration afterwards. If you did apply before the deadline and gave that notice at the time (including if your application was still pending when the deadline passed), check directly whether your society qualifies. For everyone else, the standard not-for-profit distribution rule above applies.

Where it does apply, a specified society's constitution can include the member-distribution clause instead of nominating a not-for-profit entity during the transitional window, and the society isn't treated as being carried on for its members' financial gain merely because it will or may distribute surplus assets to them under that provision. But the relief is genuinely temporary: qualifying societies have until 5 October 2028 to amend their constitutions to meet the 2022 Act's standard requirements, or to restructure into a different type of legal entity altogether. This exists mainly for residents' associations that own shared infrastructure — driveways, shared services, communal facilities within a development — on behalf of the residents who are also their members, and it's exactly the kind of society that should get advice early given how temporary the relief actually is.

Missing the deadline versus choosing to wind up

It's worth being clear how differently this runs compared with a society that decided, before the deadline, that it didn't want to continue. The advised path in that case was to wind the society up and apply to have it formally removed from the register — a deliberate, member-approved process, not something that happened by default. If none of the available steps were taken — re-registering, appointing a liquidator, or applying to be dissolved — the society simply ceased to exist after 5 April 2026, with all the consequences described above following automatically rather than by choice.

A genuine voluntary removal, liquidation or asset distribution has its own procedural requirement: written notice has to go to every member at least 20 working days before the general meeting at which the resolution is to be considered, or within whatever timeframe the constitution itself sets if that's different. That's a materially more controlled process than simply running out the clock — which is exactly why the committees that used it kept far more say over what happened to their society and its assets than those that didn't.

What the committee should do now

If your society missed the deadline, start by checking its actual status on the register, then get advice specifically about restoration — the former reregistration process genuinely isn't available anymore, so there's no route back through it. Get advice early, in particular, if your society holds significant assets, employs staff, or has ongoing contractual obligations; residents' associations relying on the communal-facilities exception above should treat that advice as urgent given how limited the window actually is.

If your society is also a registered charity, sorting out its status with the Companies Office is only half the job. Once you've made the changes there, you'll separately need to update the relevant details in the charity's own online account with Charities Services — the two registers don't update each other automatically.

Our earlier guide on what committees must do under the Incorporated Societies Act 2022 covers the obligations a restored or newly registered society takes on. Deplexify prepares the annual filings — financial statements and annual returns — for incorporated societies and registered charities: see our societies and charities service.

Frequently Asked Questions

Can we get our society back? Yes, potentially. Restoration is mandatory if the original grounds for removal didn't exist, or the society was in legal proceedings, receivership or liquidation at the time; otherwise it's discretionary, based on whether the society was operating and has a proper reason to continue. You have until 6 April 2032 to apply.

If we're restored, is there a legal gap where our society didn't exist? No — restoration has retroactive effect. The society is treated as having continued in existence the whole time, as if it had never been removed.

What happens to our money if we don't restore? Any surplus assets, once debts and liabilities are settled, must go to a not-for-profit entity named or described in your constitution — not to members — unless your society specifically qualifies as a communal-facilities society relying on the 2025 transitional regulations, and even then, only until 5 October 2028.

We own shared driveways or facilities with our members — does the surplus-assets exception help us? Only if you applied for reregistration before the deadline and gave the Registrar notice at that time that you intended to rely on the 2025 transitional regulations. A society that never applied cannot use it now.

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