What to do if your society is no longer registered
If you sit on the committee of a club, sports group, residents' association or other community organisation, you may have recently had an unwelcome surprise. Community groups across Central Otago have been caught out by a recent law change that removed their society from the Incorporated Societies Register. The good news is that, in most cases, this can be fixed.
The law change
In 2022, Parliament passed the Incorporated Societies Act 2022. It set new rules for how societies must run, including new requirements for constitutions and new duties for officers. Every existing society had to update its constitution to meet these rules and reregister under the new Act by 5 April 2026. If a society did not submit its updated constitution in time, it was automatically removed from the Incorporated Societies Register and is no longer an incorporated society. Having the society reinstated requires a process to be followed, but it can be done.
Why incorporation matters
Being incorporated gives your society its own legal identity, separate from the people who run it. Once a society is removed from the register it loses that separate identity, it can no longer hold or deal with assets, including utilising funds in bank accounts, contracts can no longer be entered in the name of the society. If the group keeps operating while not registered, the committee members, and sometimes the wider membership, can become personally responsible for the group's debts and contracts.
The first step
The first thing to do is check where your society stands. Search your group's name on the Incorporated Societies Register to see whether it is still registered or has been removed: https://is-register.companiesoffice.govt.nz/
If your society is no longer registered, you should not enter any new commitments in the society’s name, or deal with the society’s assets. It also helps to gather your key records in one place. These include your constitution, financial statements, minutes, and a list of the officers and members at the time the society was removed.
Your options
Applying to be restored to the register
Most groups that want to continue, apply to be restored. If your society is restored, it is generally treated as though it was never removed, so its assets, contracts and history simply carry on. Only someone who was an officer or member of the society when it was removed can apply, and the application must be made before 6 April 2032. Restoration is not automatic. If it is granted, the society will still need to adopt a new constitution that meets the new requirements and file any financial statements that are overdue. The specific details and process needed for an application for restoration can be found here:
Starting again as a new society
If restoration is not available, or the application is declined, your group can incorporate again as a brand-new society under the 2022 Act. This is a fresh start rather than a continuation. The new society will not automatically take on the old society's history, assets or contracts. For the new society to receive the old society’s assets (a) the old society will still need to be restored, assets distributed to the new society, and then the old society will need to be wound up, or (b) an officer of the old society will need to apply to the Registrar for the assets to be distributed to the new society, in accordance with the old society’s constitution or as directed by the Registrar.
Continuing as an unincorporated group
While not recommended, some decide to carry on informally as an unincorporated group. This comes with risks, because the members no longer have the protection of a separate legal entity.
Choosing a different structure
Depending on what your group is trying to achieve, another structure, such as a charitable trust or a company, may suit it better than an incorporated society. If you take this path, you will also need to wind up the existing society.
Winding up properly
If the group has run its course, the tidiest option is to wind it up properly and deal with any remaining assets in the correct way. Doing this helps protect the people involved from liability and clears up any lingering questions about debts and assets. In short, all of the society's debts need to be paid, and whatever is left needs to be given to the entity named in the society's constitution or an entity with a similar purpose.
If the constitution names more than one possible recipient, whether by name, class or description, the members need to either hold a meeting to decide where the assets should go or ask the Registrar of Incorporated Societies to direct how they are dealt with. The catch is that once a society has lost its incorporation, it cannot ordinarily hold that meeting. In most cases the society would need to be restored to the register first. However, if the society was unincorporated after reregistering under the 2022 Act, the Registrar can give permission for the group to hold one last meeting to distribute the society's assets.
The Companies Office explains how to contact the Registrar about surplus assets here: https://is-register.companiesoffice.govt.nz/help-centre/ending-an-incorporated-society/disposing-of-surplus-assets/
Where to from here
We help community groups, clubs and associations throughout Central Otago and across New Zealand work through exactly these questions. If your society has been removed from the register, or you are simply unsure where it stands, we are happy to talk this through with you, help you understand your options and take the next step.
By Nick Slegers. July 2026