Incorporated Societies: the April 2026 cliff edge under the Incorporated Societies Act 2022 From 5 April 2026, every society still on the register under the Incorporated Societies Act 1908 must have made a deliberate choice: re‑register under the Incorporated Societies Act 2022, wind up properly, or accept that it will be struck off and will cease to exist as an incorporated society. The Companies Office has been clear that re‑registration is not automatic and that societies that miss the deadline will simply no longer exist in their incorporated form. If your society does nothing, it stops existing If your society takes no action by 5 April 2026, it will be removed from the register and will no longer have a…

The Court of Appeal has upheld the decision of the High Court in Lewis Holdings Limited v Steel & Tube Holdings Limited, and held the parent company responsible to pay the debts of its subsidiary.   In this case the level of involvement of the parent compromised the independence of the subsidiary.  There was no clear distinction between parent and subsidiary.  The parent treated the subsidiary as an economic division of itself, akin to a "de facto amalgamation".  The cumulative factors supporting lack of independence led to this decision. The case relied on a rarely used section of the Companies Act 1993 ("the Act").  It highlights the importance of subsidiary companies maintaining independence from their parents.  Failure to do so may…

There are approximately 500,000 small to medium-sized enterprises (SMEs) in New Zealand, most operating without a formal board.  Often there is no separation between family, management and governance. An increasing amount of our work at McDonald Vague is involved in providing independent reviews focusing on restructuring and governance with the aim of helping companies lay the foundations to grow in to larger, more profitable businesses and avoid the mistakes we see time and time again.  Why an independent review? Typically, the need for an independent review is initiated when a particular issue or concern is identified.  This can provide an opportunity to introduce a sound corporate governance process that can not only solve the issue or concern itself, but set…