Big changes are here for incorporated societies in Aotearoa.

The Incorporated Societies Act 2022 replaces legislation that was more than 100 years old and modernises how societies operate. It strengthens governance, transparency and accountability.

If your club or community group is an incorporated society, you must reregister before 5 April 2026 (Easter Sunday). If you don’t, your society will be removed from the register and will no longer be able to operate as an incorporated society.

That may sound daunting — especially for volunteer-run groups — but if you work through it step by step, it is very manageable.

What are the main changes?

Here are the key updates to be aware of:

• You must reregister: All existing incorporated societies must reregister under the new Act by 5 April 2026.
• Fewer members required: The minimum number of members reduces from 15 to 10.
• Updated constitutions are required. Your constitution must now include specific clauses, including:
  • Clear dispute resolution procedures
  • How conflicts of interest are managed
  • How officers are appointed and removed
  • How the society manages and uses its funds

Most societies will need to update their constitution to meet these new requirements.

• Clearer duties for committee members: Committee members (called “officers” under the Act) now have defined legal duties — similar to company directors. These include acting in good faith, acting in the best interests of the society, avoiding reckless trading and declaring conflicts of interest.
• Minimum committee size: Societies must have at least three officers, and each must formally consent to their appointment.
• Conflicts of interest register: A formal register of conflicts of interest must be maintained.
• Financial reporting: Financial reporting requirements are clearer and more structured. What is required depends on the size of your society, but accurate record-keeping is essential.

What do we need to do?

To reregister, you need to complete three steps:

Step 1: Update your constitution

Review and update your constitution so it complies with the new Act. This is also a good time to check that your operational processes match your written rules.

Step 2: Hold a general meeting

Members must approve the new constitution and the decision to reregister, following your current rules.

Step 3: Apply online

Apply to reregister and upload your new constitution through the New Zealand Companies Office website.

You can find detailed guidance on the Incorporated Societies page of the website.

Preparing a new constitution and organising a general meeting can take time, particularly for volunteer-led groups, so get started asap!

Need support?

If you’re unsure where to begin, you’re not alone. Many incorporated societies are run by busy volunteers but there is guidance available.

You could seek help from:

• Your national or regional body — many sports codes and umbrella organisations are providing template constitutions and guidance
• Community Law Centres
• Citizens Advice Bureau
• A local lawyer or accountant, especially if your society has assets, employees or complex finances
• The New Zealand Companies Office website, which provides step-by-step guidance
• CLM has people who can help community groups through this process – contact Kim Squire on

  kis@clmnz.co.nz or 021 293 3541

Wiri Licensing Trust works alongside many volunteer-run organisations. While we can’t provide legal advice, we are always happy to point groups towards useful information and encourage early action.

Taking steps now will help ensure your organisation continues serving the community for years to come.