The deadline passed on 5 April 2026. Every incorporated society in the country — the sports clubs, hobby associations, professional bodies, and community organisations that form the backbone of civil society — was required to re-register under the Incorporated Societies Act 2022 by that date. Those that didn't re-register have been removed from the register of incorporated societies. Their officers now face a situation that few of them anticipated when they first put their hand up to serve on a committee.
What the Deadline Actually Meant
The Incorporated Societies Act 2022 replaced legislation that had been in place since 1908. The new Act introduced significant changes: explicit officer duties, personal liability provisions for governance failures, stronger financial reporting requirements, and mandatory conflict of interest processes. All existing incorporated societies were required to re-register under the new Act — updating their constitutions to meet these new requirements — by 5 April 2026.
As of April 2025 — a year before the deadline — fewer than 25% of New Zealand's approximately 24,000 incorporated societies had completed re-registration. The final rush in early 2026 brought more across the line, but a meaningful proportion did not make it in time.
What Happens to a Society That Missed the Deadline
A society that failed to re-register by 5 April 2026 has been removed from the register of incorporated societies. This has several immediate legal consequences:
- The society no longer has legal status as an incorporated body
- It cannot hold property in its own name
- It cannot enter contracts as a legal entity
- Officers may be personally liable for debts and obligations incurred in the society's name after deregistration
- The Registrar of Incorporated Societies has the power to apply to the court for distribution of the society's assets
For many small societies, the practical consequences are manageable in the short term — they continue to operate informally. But the loss of incorporated status creates real legal and financial exposure that compounds over time.
Personal Liability for Officers
This is where the insurance dimension becomes critical. Officers of a society that has lost incorporated status may face personal liability for the organisation's debts and obligations. Unlike the position under the 1908 Act, the 2022 Act's officer duty framework was specifically designed to create clearer personal accountability. Officers who continue to act as though the society remains incorporated — entering contracts, spending money, making commitments — may find themselves personally exposed for those actions.
If your society's D&O or Association Liability policy was tied to the society's incorporated status, check with your insurer and broker immediately. Cover may not extend to a deregistered entity, leaving officers exposed at precisely the moment they need protection most.
What Can Deregistered Societies Do?
There are two main options for a society that missed the deadline.
The first is restoration. The Incorporated Societies Act 2022 includes a process for restoring a society to the register, broadly similar to the company restoration process under the Companies Act 1993. This typically involves applying to the Registrar, demonstrating that the society meets the requirements of the Act, and paying any applicable fees. A society restored under this process regains incorporated status from the date of restoration — but there is a period of lost status in the interim during which officers carry personal exposure.
The second option, for societies that no longer have active operations, is to wind up properly rather than simply ceasing to exist as an unregistered entity. A proper winding-up protects officers from the ongoing liability exposure of an unresolved defunct entity.
Re-registration and Insurance: What to Check
For societies that did re-register, now is a good time to review whether your insurance programme has been updated to reflect the new Act. The 2022 Act's explicit officer duties mean that Association Liability (D&O) cover is materially more important than it was under the 1908 Act. Policy wordings vary in how they treat statutory liability claims — claims arising directly from breach of statutory duties. Check with your broker that your policy covers civil liability claims arising from the new Act's officer duty provisions, not just common law governance claims.
For Societies That Are Not Sure of Their Status
The Companies Office maintains the register of incorporated societies at companiesoffice.govt.nz. You can search for your society by name to confirm its current status. If your society is not on the register, or if its status is listed as anything other than registered and active, you should seek legal advice promptly.
The period between losing incorporated status and either restoring it or properly winding up is the period of greatest personal liability exposure for officers. It should be as short as possible.
A Governance Moment, Not Just a Legal One
The re-registration requirement was not a bureaucratic exercise. It was a moment for every incorporated society to review its governance structures, update its constitution to modern standards, and ensure the people serving as officers understood their new obligations. Societies that completed this process are better governed as a result — and better placed to protect the officers who serve them.
For those that didn't, the restoration process is the next step. Do it promptly, seek legal advice, and review your insurance with a specialist broker as part of the process.
To discuss your organisation's cover after re-registration or restoration, get a quote from one of our specialist charity insurance brokers.
About the Author
Sarah Connell — the CharityInsurance crew are your friendly insurance geeks on a mission to make specialist cover simple and accessible for every NZ charity, sports club, and community organisation.