The Incorporated Societies Act 2022 (the Act) represents the most significant overhaul of incorporated society law in more than a century. It modernises governance requirements, increases accountability, and provides societies with a clear legal framework.
Any incorporated society wishing to continue as an incorporated society must reregister under the new Act. The deadline for reregistration is 5 April 2026. If a society does apply to reregister by this deadline, then that society will be removed from the society’s register and the entity will no longer exist.
What Does Re-Registration Involve?
To re-register, societies will need to:
- Update their constitution – incorporated societies will need to ensure that any new constitution complies with the Act’s specific requirements contained in section 26 of the Act. For example, incorporated society constitutions must contain clear procedures for how somebody becomes a member, how a member provides consent to be a member, clear general meeting processes, and dispute resolution procedures among a number of other requirements.
- Review governance practices – as part of the review of the constitution it is important to look at the procedural matters contained in your society’s constitution to ensure that these matters are consistent with how the society operates on a practical level. Not only does the constitution need to meet the requirements of the Act but it needs to be fit for purpose and significant consideration should be given to the practical matters contained in a society’s constitution.
- Prepare for new compliance obligations – care should be given to changing any bad habits of the society to ensure that the society is compliant with all of its obligations under the Act and under the new constitution.
What Happens if a Society Does Not Re-Register?
Failure to re-register by the deadline means the society will automatically be removed from the register and cease to exist as a separate legal entity. This could create several issues including the loss of any agreements (leases, funding etc.), the loss of any decision-making ability to deal with any remaining assets, and the personal liability of the society’s members. Even if you want your society to be ended, we recommend that it is wound up properly and not left to be removed from the register under the Act so that your society avoids any of the abovementioned implications.
If your society has not yet begun reviewing its constitution and governance processes, now is the time. The clock is ticking towards 5 April 2026. There are plenty of great resources available to help your society reregister under the new Act and the Companies Office is a great starting point for any society. If your society is running out of time to draft a new constitution or isn’t quite sure on what to do, then contact us for assistance.
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