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 separate legal identity. That matters because incorporation is what separates the society from the individuals running it. Once that protection is gone, the people continuing to act for the group may be exposed in their personal capacities to the society’s existing obligations, and the group’s ability to hold property or enter and enforce contracts in the society’s name is compromised. This is not a technicality it will affect contracts, leases, funding arrangements, employment agreements and insurance, and it can turn what used to be “the society’s problem” into a personal problem for those involved.
Losing incorporation also affects control. If a struck‑off society still has assets, the society may no longer be able to make decisions about how those assets are dealt with and the Registrar may need to direct the distribution where the society is no longer able to do so itself. And once a society is deregistered, its name is no longer protected, meaning another group can register under the same or a similar name.
If you do not reregister but want to keep operating, you will a new IRD number as it will lose its legal status as an incorporated body and will be treated as a new entity for tax purposes. If you were registered for GST or as an employer, the registrations will have to be transferred and you will need to reapply for any income tax exemption or deduction as a not-for-profit.
What re‑registration requires (and why leaving it late is risky)
Reregistering under the 2022 Act | Incorporated Societies
The Incorporated Societies Register has a comprehensive guide on how to re-register and what is required. It will take time, particularly for volunteer organisations that meet infrequently or have seasonal AGMs, so with the deadline looming the time to act is now whether you plan to reregister or fold.
Non‑compliance can create personal exposure for officers
The 2022 Act also raises expectations of governance. Officers’ duties are set out more explicitly and, in serious cases, the Act includes offences that carry substantial penalties. For example, where there is dishonest conduct around incurring debt while insolvent, the Act provides for penalties up to five years’ imprisonment and/or a fine up to $200,000. This is not aimed at ordinary volunteers acting carefully and in good faith, but it underlines why societies that are struggling, inactive, or carrying unresolved liabilities should not drift past the deadline.
If you are not going to re‑register, wind up on your terms
Some societies will decide that re‑registration is not worthwhile. Membership may have fallen away, the purpose may have been achieved, or there may simply be no appetite to do the governance work required. In that situation, the worst option is to do nothing and lose control of the process. The sensible options are to apply to be dissolved if the society has genuinely finished and has dealt with its assets and liabilities, though this can be objected to, or to appoint a liquidator where there are debts, assets to realise, contractual commitments, or a need for an orderly closure.
Liquidation is not only for financial distress. It is often the cleanest way to close a society that has assets, creditor claims, or messy loose ends, because it creates a single controlled process for collecting in assets, dealing with creditors, terminating obligations where possible, and completing the statutory steps to remove the society from the register.
An incorporated society can be placed into liquidation by its members, or by the High Court.
Liquidation by a society’s members
To place a society into liquidation, its members must follow a set process. Firstly, they must resolve at a general meeting to appoint a liquidator. In doing so, the society must follow the procedures set out in its rules. The resolution to appoint a liquidator must be confirmed at a second general meeting, called specifically for that purpose, and to be held not less than 30 days after the first meeting. A liquidator (or liquidators) can then be appointed.
Liquidation of Charities or Not for Profit’s - McDonald Vague Insolvency
Liquidation by the High Court
The Registrar, a society member, or a creditor may apply to the High Court to have a society put into liquidation.
An application can be made for a number of reasons. The society has suspended its operations for 1 year or more, the number of members has fallen below 15, the society is unable to pay its debts, the society is undertaking activities from which individual members are making a pecuniary gain, contrary to the Act or finally any other circumstances which a High Court judge considers acceptable.
How we can help
If your society is unlikely to re‑register, the key is to act early enough to choose the right pathway and to keep the decision‑making with members rather than having outcomes dictated by a strike‑off. McDonald Vague can advise on whether dissolution is appropriate or whether a formal liquidation is the safer route, and where liquidation is needed we can act as licensed insolvency practitioners to manage the wind‑up efficiently and properly.
If you are unsure whether your society will re‑register by April 2026, talk to us now. Early advice can prevent personal exposure, protect assets, and ensure the society is closed in an orderly way rather than simply ceasing to exist overnight.