Re-Registration Under the Incorporated Societies Act 2022 - Act before It's too late

Under the Incorporated Societies Act 2022 (Act) every incorporated society must re-register before 5 April 2026 or the society will cease to exist as a legal entity. With no extensions available and the deadline fast approaching, now is the time to act.

Incorporated Societies Act 2022

By way of brief background, the Act and the Incorporated Societies Regulations 2023 came into force on 5 October 2023, replacing the longstanding Incorporated Societies Act 1908 (1908 Act). The Act introduces a more modern governance and accountability framework and, with this, some significant obligations for societies and the people who run them.

Some key changes include:

• Dispute resolution: Constitutions must include a formal dispute resolution process;
• Governance: Implementation of modern governance and management best practice principles;
• Officer duties: Officers now carry clearly defined legal duties, comparable to director duties under the Companies Act 1993;
• Member consent: Membership requires explicit, recorded consent from each member; and
• Annual obligations: Annual General Meetings must be held, and financial statements and annual returns filed within six months of the society’s balance date.

Re-registration

To re-register, your society must adopt a constitution that complies with the Act’s specific requirements. As the new requirements differ significantly from the 1908 Act, most existing constitutions will need revision – not just minor updates.

Once redrafted and compliant, members will need to formally approve the constitution at a general meeting before the online application to re-register can be submitted. General meetings require advance notice under your society’s current rules, which means the process should not be left until the very last minute. Getting started as soon as possible is essential.

Compliance aside, the review and update process is a good opportunity to ensure that the constitution is fit for purpose and properly reflects the society’s current processes and procedures.

Risk of missing the deadline

Failure to act before the deadline carries serious consequences. If your society does not re-register before 5 April 2026, it will be removed from the Register of Incorporated Societies (Register) and cease to exist as a legal entity. This will trigger a formal winding up process under the Act, during which the society’s remaining assets will be distributed as directed by the Registrar.

Even if your society has no intention of re-registering, active steps must still be taken before the deadline – either, to appoint a liquidator or wind up its operations and apply to be dissolved.

While we note that restoration to the Register following removal is possible, it is likely to be a time consuming and expensive process with no guaranteed outcome.

How we can help

Our Corporate Commercial team advises incorporated societies through every stage of the re-registration process. We offer services tailored to the level of assistance your society needs – from a targeted review of a draft constitution against the Act and Regulations, through to a fully managed end to-end process.

Alternatively, if re-registration is not the right path for you, we can advise on the winding up process.

If you would like to discuss where your society stands and what steps to take next, please get in touch with our team. We are happy to help.