A long white governance cloud hangs over unregistered NZ societies but they can still act

“Re-registering is not just a form,” said Rose Hiha-Agnew, CEO of Community Governance Aotearoa. “Societies must actively decide to re‑register, update their constitution, and formally approve this at an AGM or SGM, with members properly informed and the decision minuted.”

April 5 is the deadline for re-registrations, which is why time is a factor for incorporated societies that have not yet begun the process.

“Essentially, they [the Ministry] need to have a fixed date to ensure that the process doesn’t drag on,” Hiha-Agnew said. “The new changes are law, meaning those who have not met the deadline won’t be incorporated – and this can have a flow-on effect for how they may administer their work, services, and contracting, as essentially they won’t be compliant.”

The Companies Office said the costs of non-compliance could include a society losing its legal identity, resulting in members potentially being held personally liable for debts or obligations (such as leases) owed by the society. Similarly, an unregistered society would not be legally able to sign any new contracts in its name, and the society’s name would no longer have any protection, so another group could incorporate using the same name.

The new laws require societies still incorporated under the 1908 Act to re-register under the Incorporated Societies Act 2022 by April 5 (Easter Sunday) if they wish to continue operations. Haha-Agnew said the step was an important one, even if demanding.

“The 1908 law was outdated and no longer fit for purpose,” she told the Community Advocate. “The changes followed a Law Commission review and were designed to modernise governance, clarify officer duties, improve dispute resolution, and strengthen transparency across the community sector.

“The changes modernise the law and set clearer expectations for governance, accountability, and decision‑making. While it creates more work upfront, it strengthens how community organisations are run and protects board members by making duties and processes explicit.”

Hiha-Agnew said the biggest danger this close to the Easter deadline was for societies that aren’t aware of the amount of work to be done. “What trips groups up is the process – it is so much more than just filling out a form online and complete the application,” she said. “It’s holding the meeting, socialising changes with members, and recording and submitting the decision correctly. That’s what good governance practice is about and what is required.”

She added that some societies may have decided not to re‑register, but said that was a choice that also required formal and documented discussions: approved, minuted, and actioned.
“Now is the time to act – pun intended – as to do this before the fifth of April means some meetings need to be organised,” she said.

Societies struggling with the new requirements, or worried they might miss the deadline, should go to the Ministry of Business, Innovation and Employment (MBIE)’s website, Hiha-Agnew said.

“It sets out clearly what the process is,” she said. “To re-register, you will need to prepare a constitution and review your society’s operational processes. You also need to hold a general meeting to approve the new constitution and the decision to reregister, and then apply to re-register and upload your constitution online on the website.”

More information

Get ready for re-registering: https://is-register.companiesoffice.govt.nz/law-changes-for-societies/get-ready-for-reregistering/#

Create or amend a constitution: https://isb.companiesoffice.go...

New Zealand Companies Office help centre.

This board talk from Community Governance Aotearoa discussed the changes and outlined what’s required.