Running a Club or Society After the Re-registration Deadline
If you are on the committee of a club, a sports team, a community group or a society, one date has already changed your legal position, and a great many committees have not yet noticed.
Every incorporated society had to re-register under the Incorporated Societies Act 2022 by 11.59pm on 5 April 2026. There were no extensions and no exceptions. Societies that did not re-register were removed from the register on 6 April 2026.
The three things to remember
The deadline has passed. A society that missed it no longer legally exists, and whoever keeps running it is doing so personally. Restoration is available until 5 April 2032.
First, check the register
This takes two minutes and it is the only thing on this page that everyone should do. Search your society on the Companies Office incorporated societies register. Either it re-registered or it did not, and the committee's position is entirely different in each case.
Incorporation is what puts the organisation between its members and its obligations. Remove it and there is no organisation, only the people acting. A committee running events, holding funds or signing anything on behalf of a society that no longer exists is doing so in a personal capacity, which means personal exposure. That is not a theoretical risk to raise at the next annual meeting, it is the current position from 6 April 2026.
What removal actually did
| What you had | What removal changed |
|---|---|
| A separate legal identity | Gone. Activities now run in the personal capacity of whoever runs them |
| The ability to enter contracts | Gone. New contracts cannot be entered in the society's name |
| Existing leases, funding and sponsorship | Potentially in breach, since the contracting party no longer exists |
| Access to the society's bank accounts | Often frozen, because the account holder is not a current entity |
| The word Incorporated in your name | No longer usable, and the name may be taken by another group |
The bank account line is the one that usually brings this to a committee's attention, and it usually arrives at the worst moment, such as when subscriptions need banking or a supplier needs paying.
Restoration, and what it costs
A society removed on 6 April 2026 can apply to be restored to the register. That window runs for six years.
It is an application, it is considered rather than granted on payment, and it takes time. It also does not retrospectively undo the gap: things done while the society did not exist were still done by people rather than by an entity. That is a question for a lawyer where anything significant happened in the interval, and it is a good reason not to leave the application sitting.
If your society did re-register
Then the position is straightforward and the work now is ongoing compliance. The 2022 Act asks considerably more of a committee than the 1908 Act it replaced, and much of it is not optional.
| Requirement | What it means in practice |
|---|---|
| At least 10 members | A society falling below this needs to address it, not ignore it |
| A committee of at least 3 officers | The committee is the governing body and carries the duties |
| A contact person on the register | One named person the registrar can actually reach |
| Dispute resolution in the constitution | Your constitution must set out how complaints are handled |
| Annual return and financial statements | Filed each year, not prepared only when someone asks |
| A register of members | Kept current, not reconstructed from memory at the annual meeting |
Officer duties are the real change
The 2022 Act imposes duties on officers that read very much like company director duties. Acting in good faith and in what you believe to be the best interests of the society. Exercising powers for a proper purpose. Complying with the Act and the constitution. Exercising the care and diligence a reasonable person would in the role. Not agreeing to activity that creates a substantial risk of serious loss to creditors.
The duties apply to the people holding office, and it makes no difference that the role is unpaid, that the club is small, or that nobody wanted the treasurer's job. Most committee members have never read them. Reading them once, as a committee, is an hour that materially reduces the chance of a problem, and it is the single most useful thing a newly elected committee can do.
Not-for-profit does not mean not taxed
This trips up more community groups than any other point. An incorporated society is not automatically exempt from income tax, and it is not automatically a charity. Charitable status is a separate registration with Charities Services, with its own tests, and many perfectly worthy clubs do not qualify because their purpose is member benefit rather than public benefit.
Where a society trades, holds investments, or has income beyond member subscriptions, there may be income tax and GST obligations. That is a conversation with an accountant rather than a guess at the annual meeting.
A short order of work
What this guide does not cover
Restoration applications, personal liability for anything done while a society was off the register, constitutional drafting, charitable registration and the tax treatment of trading income are all matters for professional advice on the specific facts. Fees and processes change, so confirm the current position with the Companies Office rather than relying on this page. This is general information and not legal advice.
Related guides and tools
- Business structure basics guide, for how an incorporated body differs from operating personally.
- Trusts guide, for the other structure community groups commonly use.
- GST registration guide, for when a club's turnover brings GST into it.
- Tax record keeping guide, for the records an officer is now expected to keep.
Test Your Knowledge
Ten questions on the Incorporated Societies Act 2022 and what follows the deadline.
Sources: the Incorporated Societies Act 2022; the Companies Office incorporated societies register on the 5 April 2026 re-registration deadline, removal from 6 April 2026, and restoration applications open until 5 April 2032 at a fee of $177.78 plus GST. Fees and processes change, so confirm the current position with the Companies Office. This guide is general information rather than legal advice, and a society facing removal or personal liability questions should take advice from a lawyer.
Related tools and guides
- Cash buffer calculator: the operating reserve a club committee should hold.
- Donation tax credit reference: what donors to the club can claim back.