Recent reporting by RNZ has highlighted a growing concern for sports clubs and community organisations across New Zealand. According to RNZ, fewer than half of New Zealand’s incorporated community sport organisations have re-registered under the Incorporated Societies Act 2022, despite the final deadline of 5 April 2026 now being fast approaching.
Clubs that do not re-register by that date will be automatically dissolved and will lose their incorporated legal status. This is not a technical or administrative issue. It carries real legal and operational consequences.
RNZ has reported concerns from sector bodies that many clubs are either unaware this applies to them or assume it can be dealt with later. In reality, incorporated societies that fail to act will simply cease to exist as legal entities.
What has changed under the Incorporated Societies Act 2022?
The Incorporated Societies Act 2022 replaces the outdated Incorporated Societies Act 1908 and introduces a modern governance framework for all incorporated societies in New Zealand.
All existing societies must actively re-register under the new Act. This does not happen automatically. Re-registration requires a compliant constitution and a formal application to the Registrar of Incorporated Societies before 5 April 2026.
The new Act also introduces clearer statutory duties for officers (including committee members, secretaries, and treasurers). These duties are broadly akin to the duties imposed on company directors under the Companies Act, including obligations to act in good faith, exercise reasonable care and diligence, comply with the society’s constitution and the Act, and properly manage conflicts of interest.
This represents a significant shift from the previous regime. Officers who are accustomed to informal or volunteer-based governance should be aware that their role now carries clearer legal responsibilities and potential personal exposure if those duties are not met.
What does your club or organisation need to do?
In broad terms, incorporated societies must:
- Review and update their constitution to comply with the Incorporated Societies Act 2022
- Ensure the constitution includes mandatory provisions, including officer duties, conflict of interest rules, dispute resolution procedures, and member rights and obligations
- Confirm the society has at least 10 members who have consented to membership
- Appoint a contact person for the Registrar
- Ensure officers understand and comply with their statutory duties under the new Act
- Pass the required resolutions approving the new constitution and re-registration (usually at an AGM or special general meeting)
- Lodge the re-registration application before the deadline
Many constitutions that were adequate under the old legislation will not comply with the new Act. Simply continuing with existing rules is unlikely to be sufficient.
What happens if an incorporated society does not re-register?
If a society does not re-register by 5 April 2026, it will be removed from the Incorporated Societies Register and will no longer be an incorporated society. This can result in:
- Loss of separate legal identity
- Inability to hold property or enter contracts in the society’s name
- Loss of limited liability protection for members and officers
- Inability to use “Incorporated” in the society’s name
- Difficulties dealing with funders, councils, banks, insurers, and governing bodies
For many organisations, this would significantly disrupt or prevent ongoing operations.
Using the Companies Office constitution builder
The Incorporated Societies Register, administered by the Companies Office, provides an online constitution builder designed to help societies prepare a constitution that meets the baseline requirements of the Incorporated Societies Act 2022.
For some smaller or less complex organisations, this tool can be a useful starting point. The constitution builder is available through the Companies Office help centre:
However, the constitution builder is intentionally generic. It does not take into account an organisation’s specific governance structure, assets, funding arrangements, lease or property interests, or historical rules.
Committees should also be mindful that the new Act treats officer responsibilities in a way similar to director duties under company law. Adopting a template constitution without fully understanding how those duties operate in practice can expose officers to unnecessary governance and personal risk.
How Foley Douglas can help
Foley Douglas advises incorporated societies, sports clubs, and community organisations on compliance with the Incorporated Societies Act 2022. We assist with reviewing and updating constitutions, advising officers and committees on governance duties, supporting member approvals and meetings, and managing the re-registration process.
If your organisation has not yet started this process, or is unsure whether it is on track, now is the time to act. Leaving re-registration too late increases the risk of rejected applications, unnecessary pressure, or dissolution by default.
If you would like advice tailored to your organisation, Foley Douglas is here to help.
