Only one year to go: Incorporated Societies Re-registration under the Incorporated Societies Act 2022

By now many incorporated societies will be aware of the new Incorporated Societies Act 2022 which came into force in October 2023, but there will be some who are not yet aware of their obligations.

The new Act introduces a requirement for all existing incorporated societies to re-register by 5 April 2026.

Those that fail to re-register by the deadline will cease to exist as legal entities. See our FAQs page* for more information about the serious implications of an incorporated society ceasing to exist.

What does the re-registration process entail?

The new Act sets out mandatory requirements for all societies’ constitutions. As part of re-registering, societies need to review and update their constitutions to ensure compliance. It is likely that most, if not all, societies will need to make some changes to their constitutions in order to achieve re-registration.

That process requires a period of review and drafting, socialising the proposed changes and the reason for them with members, proposing the new constitution for approval at a general meeting, and then re-registering asap thereafter. We have prepared a timeline for re-registration* which sets out the likely process in more detail.

With the 5 April 2026 deadline approaching, there are still many incorporated societies which have not completed the constitution review and re-registration process – and likely some which have yet to start.

Have you considered your society’s schedule between now and April 2026?

A very important consideration for societies to bear in mind is the meeting schedule between now and April 2026. Unless a society routinely holds its Annual General Meeting in February or March, there is likely to be only one Annual General Meeting before 5 April 2026.

Some societies face hurdles with getting a new constitution approved by members, especially if it includes many changes or contentious changes that may face opposition. Societies therefore need to factor in the possibility that a new constitution does not pass at the 2025 Annual General Meeting and it then becomes necessary to hold a Special General Meeting.

What can your society do now?

There are some important things your society can do now to smooth the way to 5 April 2026:

• Keep members informed: Make sure your members are aware of the need to review and update the constitution and re-register, at least at a high-level. This will ensure there are no surprises when the constitution comes before the Annual General Meeting later this year.
  
  
• Anticipate enough time: Be realistic about the time it will take. Even if your society is only making minimal changes to meet the new Act’s requirements, anticipate that the drafting and review process will take several months before there is a document ready to be put to members.
  
  
• Socialise effectively: Socialise the draft updated constitution effectively so that your members have ample opportunity to understand the changes and ask questions. Effective socialisation will look different for each society, depending on members’ needs and expectations. (When socialising the draft, make sure the notice requirements in your current constitution are met).
  
  
• Plan what changes are required: Consider the scale of changes your society wants to make and get clear on what is to be changed – the minimum required to re-register, or more? Many societies are taking this opportunity to make changes additional to those required to comply with the new Act, so consider whether that works for your society and if so make sure your society has clearly articulated all the changes it wants to make.
  
  
• Get legal advice: Seek legal advice sooner rather than later to make sure changes are being made accurately, effectively, and in a way that best suits your society. Template options will not always suit your society, especially if it has quirks or complexities that differ from other societies.

The team at MoranLaw has extensive experience working with incorporated societies large and small through the process of reviewing and updating constitutions for re-registration. Get in touch today to talk about how we can help your society navigate the process in time for the April 2026 deadline.

*coming soon.