April 5 – it’s a governance moment

Opinion Piece: By Rose Hiha‑Agnew, Chief Executive, Community Governance Aotearoa

By now, most incorporated societies will have seen the reminders: emails, webinars, checklists, and the occasional “please don’t leave it to Easter weekend” nudge. And yes – there is an online application, but here’s the catch: re‑registration isn’t an admin task, it’s a governance decision, and it needs a paper trail.

The official position is clear. If your society is still registered under the Incorporated Societies Act 1908, you must re‑register under the Incorporated Societies Act 2022 by 5 April 2026 (Easter Sunday) to continue operating as an incorporated society.

This piece isn’t about adding to the noise, it’s about asking a simpler question: what’s the actual work – and why does it matter?

Why the law changed

The 2022 Act replaces legislation written in 1908. Community organisations today can be much larger in membership and structures, more visible, and exposed to greater legal, financial, and reputational risk than they were a century ago. The law needed to catch up.

MBIE has been clear about the intent: the new Act introduces clearer governance expectations, including defined officer duties and mandatory internal dispute‑resolution processes. The aim isn’t to make it harder for us to govern, it’s to provide clarity, consistency, and stronger protection for organisations and the people who govern them.

In short, community organisations have evolved. The legal framework had to evolve too.

Why this isn’t “just filling in a form”

Before completing the application, boards are expected to have done some governance groundwork: deciding whether to remain as an incorporated society, reviewing or updating the constitution so it reflects how the organisation operates, informing members and holding a general meeting (or SGM if you haven’t yet started the process) to approve the decision — with clear minutes recording what was agreed.

That’s why some organisations might be feeling a bit of pressure now. Not because the deadline came out of nowhere (there has been a long transition period and plenty of notice), but because the form is the final step, not the first one.

Where boards are getting stuck

  • No formal decision yet. Re‑registration is not automatic. Boards and members need to actively choose the path forward.
  • Constitutions that reflect history, not reality. To re‑register, societies must provide a constitution that meets the 2022 Act requirements. For many, this is the most time‑consuming (and valuable) part of the process.
  • “We don’t have disputes.” The new Act requires dispute‑resolution procedures to be written into the constitution and aligned with natural justice, its a bit like insurance when you need it you need it.
  • Leaving it until after the deadline. Societies that do not take action by 5 April will cease to exist as incorporated entities, with flow‑on effects for contracts, liability, funding, and governance authority.

What good governance looks like right now

Strong boards are those that collectively own the decision, communicate openly with members (even when time is tight), hold properly constituted meetings, and document decisions clearly. For many organisations, re‑registration has also prompted overdue conversations about purpose, membership, and how decisions are made. And, this is our role to play in governance.

Across the Tasman, there is clear interest in what’s happening in Aotearoa. I recently contributed to an Australian governance conversation about the changes underway here and why they matter. While New Zealand’s re‑registration process is now well advanced, it reflects a broader shift towards modern governance frameworks reflecting how we govern and operate in a more contemporary setting.

April 5 is close. Leadership isn’t measured by how early boards act, but by how well they act. This is a moment to pause just long enough to decide clearly, record properly, and demonstrate care for organisations built on trust.

Extras & useful links

Get ready for re‑registering (Companies Office guidance)
https://is-register.companiesoffice.govt.nz/law-changes-for-societies/get-ready-for-reregistering/

Create or amend a constitution (Constitution Builder)
https://isb.companiesoffice.govt.nz/

New Zealand Companies Office – Incorporated Societies Help Centre
https://is-register.companiesoffice.govt.nz/help-centre/

Community Governance Aotearoa – Board Talk on Incorporated Societies Act changes
https://communitygovernance.org.nz/talks-events/board-talks-what-you-need-to-know-incorporated-societies-act-changes/

Australian perspective (sector interest in NZ changes)
Tardy NZ incorporated societies under a long white governance cloud
https://www.communitydirectors.com.au/articles/nz-incorporated-societies-under-a-long-white-governance-cloud-if-not-re-registered-by-april-5

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