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The Incorporated Societies Act 2022
All existing incorporated societies must re-register under the new Act. Societies that don't re-register will be removed from the register and dissolved.
Societies that don't re-register by this date will be dissolved and removed from the register.
Why the change?
The 1908 Act was over 100 years old. It lacked modern governance requirements and didn't reflect how societies operate today.
The new Act brings incorporated societies in line with modern expectations for governance, transparency, and member protections.
Clearer Governance
Officers now have statutory duties similar to company directors.
Member Protection
Members have specified rights that constitutions must accommodate.
Dispute Resolution
Mandatory procedures for resolving disputes between members and the society.
Transparency
Enhanced financial reporting requirements for larger societies.
What's required for compliance
Your society needs to meet these requirements to successfully re-register under the 2022 Act.
New Constitution
Your constitution must comply with the 2022 Act. This means including specific provisions that may not be in your current rules.
Purpose Statement
You must clearly state your society's purpose. This purpose must not be for the financial gain of members.
Officer Duties
Officers have specific statutory duties under the new Act. Your constitution should reflect these.
Disputes Procedure
You must have a procedure for resolving disputes between members and the society.
Member Rights
The Act specifies certain rights members must have. Your constitution needs to accommodate these.
Minimum 10 Members
Societies must maintain at least 10 members. If membership falls below this, you have 12 months to restore numbers.
Key changes in the new Act
Officer Duties Codified
Officers now have statutory duties similar to company directors. This includes acting in good faith and with reasonable care.
Minimum 10 Members
Societies must maintain at least 10 members. If membership falls below this, you have 12 months to restore numbers.
Conflicts of Interest
Officers must disclose conflicts and manage them appropriately. The Act sets out specific requirements.
Financial Reporting
Larger societies face enhanced financial reporting requirements. Thresholds determine which tier applies.
Steps to re-register
Follow this process to ensure your society meets the deadline.
Review Your Current Constitution
Compare it against the 2022 Act requirements. Identify gaps and areas that need updating.
Draft a New Constitution
Ensure it includes all mandatory provisions. Consider using the Registrar's model constitution as a starting point.
Pass a Special Resolution
Members must approve the new constitution. This usually requires a 75% majority vote at a general meeting.
Apply to Re-Register
Submit your application through the Companies Office online portal with the required documentation.
Receive New Incorporation
Once approved, you receive a new certificate of incorporation under the 2022 Act.
Common questions
Do we keep the same name?
Generally yes. Your society's name can remain the same unless it conflicts with the new Act's naming requirements.
What if we don't want to continue?
If your society no longer serves a purpose, you can voluntarily wind it up rather than re-register. This should be done properly following the required process.
Can we use the model constitution?
The Registrar has published model constitutions. These can be a starting point, but most societies need modifications to suit their specific circumstances.
Key Takeaways
All incorporated societies must re-register by 5 April 2026
A new constitution complying with the 2022 Act is required
Officers now have statutory duties similar to company directors
Minimum 10 members required to remain incorporated
Start the process now - it takes time to prepare and approve a new constitution
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