25d • General discussion
Attention Incorporated Societies – Constitution Review Required
If your organisation is an incorporated society, you must update its constitution to align with the Incorporated Societies Act 2022 and reregister by 5 April 2026, or you risk being deregistered (losing legal status).
✅ What the Act means for your constitution
Your society’s constitution must now include:
- A clear statement of purpose (not for the private financial gain of members)
- Rules about how someone becomes a member and how they can cease to be a member.
- A committee/board (minimum 3 officers) and definitions of their roles, duties, and eligibility.
- A dispute-resolution procedure and an assets-distribution clause (for what happens if the society winds up)
- Compliance with new officer duties (e.g., act in the best interests of the society, avoid serious risk to creditors)
⏳ Deadline & risk
- Societies that were incorporated under the old Act (Incorporated Societies Act 1908) must reregister under the 2022 Act by 5 April 2026.
- If you miss the date, your society can be removed from the register and cease to exist as a legal entity.
🤔 What you should do now
- Review your current constitution/rules document and compare it to what’s required under the new Act.
- Engage your members: hold a special general meeting (or include it in the AGM) to approve required changes.
- Once approved, lodge the updated constitution and application to reregister with the New Zealand Companies Office/Incorporated Societies Register.
📌 Why this matters
Updating your constitution ensures:
- Your society stays legal and can continue to hold property, enter contracts, receive grants or donations.
- Governance is clearer, roles are defined, risk of personal liability for officers is reduced.
- Your society remains credible when applying for funding (such as from community funds) and engaging with your whānau/hapū.
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Attention Incorporated Societies – Constitution Review Required
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