The deadline for incorporated societies to re-register under the Incorporated Societies Act 2022 (Act) has now passed. If your society did not re-register in time, it has likely ceased to exist as a legal entity.
Without incorporated status, your society no longer has a separate legal identity. It cannot sign contracts or take legal action in its own name, and members and officers may be held personally liable for debts and obligations the society incurs.
Unless the society is restored to the register, the society will be wound up. That will involve the payment of all debts and liabilities, and distribution of surplus assets of the society in accordance with the constitution. If the wind up process in the constitution involves member meetings, those meetings must be held as if the constitution remained in effect. If the wind up process cannot be followed, the Registrar will step in to direct how any remaining assets are distributed.
Societies removed from the register can apply to be restored and have until 6 April 2032 to do so. Even so, it’s worth acting sooner rather than later.
What’s involved?
To apply for restoration, you must have been an officer or member of the society at the time it was removed. You will need to show that the society was still operating when it was removed and that there is a genuine reason for it to continue to exist – supported by evidence such as meeting minutes or financial statements.
You’ll also need to submit a constitution that complies with the Act. The Act introduced a raft of new requirements – ranging from formal dispute resolution processes, defined officer duties, to recorded member consent and annual reporting obligations (as discussed in our earlier article dated 24 February 2026). Most existing constitutions will need to be revised to meet these standards. The process to adopt the revised constitution requires careful consideration, given the society has been removed from the register.
If accepted by the Registrar, a public notice is published and there is a 20 working day objection window. If no objections are raised, the society will be restored.
We note that a restoration fee of $177.78 (plus GST) applies to submit the application.
How we can help
Our Corporate Commercial team has been assisting societies through the re-registration process since the Regulations came into force. We offer services tailored to the level of assistance you may need – whether that’s a targeted review of a draft constitution against the Act, drafting a compliant constitution, assistance with your restoration application, or advising on your obligations going forward.
If you’d like to discuss next steps, please feel free to get in touch. We’re happy to help.
Jordana Bliggenstorfer is part of our Corporate & Commercial team at Norris Ward McKinnon.