All incorporated societies are required to re-register under the Incorporated Societies Act 2022 (the “Act”). There are about 24, 000 incorporated societies according to the Ministry of Business, Innovation and Employment. Your Society may have already received correspondence from the Registrar of Incorporated Societies in this regard.

The Companies Office has prepared a number of videos and tools for assistance, including a Constitution Builder tool. These resources are helpful if you would like to manage the process in consultation with a lawyer or if your Society isn’t in a position to hire a lawyer to assist it with the re-registration process.

If you would like to appoint a lawyer to assist your Society with the re-registration process (in particular in regards to the preparation of a new Constitution in compliance with the Act), ASCO Legal has actively been assisting a number of incorporated societies with their Constitution drafting and re-registration process. We are well placed to assist your Society with the process from beginning to end and assist and advise on complying with the Act.

BY WHEN DO SOCIETIES NEED TO RE-REGISTER?
All incorporated societies need to re-register with the Companies Office on or before April 2026. Depending on the size of your Society, this process will likely take time and engagement with the Committee Members and Members of the Society and as such it is best to start the process as soon as to avoid the risk of de-registration.

WHAT DO WE NEED TO DO TO RE-REGISTER?
Essentially each Society will need to revise its Constitution or adopt a new Constitution which complies with the provisions of the Act. This new Constitution must be approved by the Members at the time of re-registration. The Act (section 26 in particular) sets out the minimum provisions the Constitution of the Society is required to regulate including:

The name and purpose of the Society (compliance with both of these requirements is subject to Registrar approval);
How a person becomes a member, including a consent requirement and how a person ceases to be a member;
How the register of members is kept up to date;
The composition, roles, functions and powers of the Committee;
Arrangements and requirements for general meetings;
How the constitution is to be amended;
dispute resolution,
Nomination of a not-for-profit entity for distribution of assets on dissolution.

The new Constitution will need to be passed in accordance with the existing requirements of the current constitution as governing the Society. It may be easiest to deal with the approval at your Annual General Meeting but depending on timing and the provisions of your existing Constitution it may be necessary to hold a Special General Meeting.

There are other compliance requirements such as:

A lawful purpose and the entity must not be carried on for the financial gain of its members;
The recordal of the balance date;
The Society must have at least 10 members;
The Society must have at least 3 officers/committee members and the information of every named officer must be recorded;
The Society must register the details of at least 1 contact and up to 3 contact persons;
The Society must ensure that it complies with the minimum financial recording and reporting obligations in accordance with its size;
Managing conflicts of interest and disclosure rules;
A fee must be paid and the other provisions as prescribed by regulations must be complied with;
Filing annual returns;
If your Society is a charitable entity under the Charities Act 2005, the provisions of this Act will need to be dually complied with in the new Constitution.

WHAT SERVICES DOES ASCO LEGAL OFFER?
If you’d like us to assist you with this process, we can assist with as little or as much of the process as your Society may require including:

Reviewing the new draft Constitution, to ensure compliance with the Act; or
Drafting a new Constitution based on the current version of the Society, with the necessary amendments to comply with the Act and such other updates and revisions as the Members/Committee may require;
We can assist in advising the Committee in engaging with its members for the approval and adoption of the new Constitution;
Assisting with drafting notices of meetings, proxy forms and voting;
Assisting with the re-registration process of the Society with the Companies Office, on behalf of the Society.

WE WOULD LIKE TO APPOINT ASCO LEGAL, WHAT SHOULD WE DO?
ASCO Legal is here to help. We’re here to partner with you and make the process as simple and pleasant as possible. It can be a fairly time consuming and lengthy process, particularly in relation to larger Societies and we’re here to guide you through it.
If you would like our assistance, depending on your locality, and size of your Society (number of
committee members in particular) you may want to set up an initial meeting with us at our offices, or we can easily and happily attend to calls and email correspondence.

Your primary contact person is Nadia Dykes.

Nadia has a corporate and commercial background and has provided advisory and drafting services to a number of incorporated Societies to date. She looks forward to helping your Society too.

If you would like an indication as to costs, it depends on the complexity of the matter and time spent. Please contact us with your requirements, copies of your existing constitution and documents and we can provide a fee estimate for initial attendances.

If we are assisting on an ongoing basis this will be charged at an hourly rate as engagement with Committee Members and Members can vary greatly and in relation to some Societies, particularly where Members disagree on what the new Constitution should govern and this can become a time-consuming process.

Please note that depending on the nature and extent of assistance required we may need AML documentation. If you want to book an initial consultation with us, we suggest bringing along your passport and we can certify the same at such a meeting. We will require copies of proof of address too, but we will tell you exactly what we need, at the time of appointment.

Re-registration – Incorporated Societies Act 2022