Not-for-Profits Must Re-register or Risk Being Struck Off by 2026

Not-for-Profits Must Re-register or Risk Being Struck Off by 2026

Time is ticking for societies, clubs, and other incorporated not-for-profit groups to re-register under the new Incorporated Societies Act 2022 (the Act) if they wish to remain in existence. Any society that doesn’t re-register before 5 April 2026 will cease to exist. Furthermore, a Society that doesn’t re-register will lose control over any property it held – that property will by default be dealt with by the Registrar of Incorporated Societies.

It’s important to be aware that re-registering is not a straight-forward box ticking exercise, so it warrants attention sooner rather than later. The society’s rules or constitution will need to meet all the new requirements set out in the Act.

While many societies’ rules will already include most of these requirements, it is very likely they won’t include all of them. It is therefore crucial that societies get their rules checked and updated now to ensure they are compliant and within time to re-register. Each society will need to ensure they follow their correct process for amending or updating their rules, as well.

The new constitution requirements include: 

• Dispute resolution procedures, which must be consistent with “natural justice” and align with procedures set out in the Act
• Processes for keeping the register of members up to date
• A method for electing a contact person or persons for the society
• More detail on the composition and procedures of society officers and its committee

The new Act also imposes additional requirements on society officers and financial reporting. Of critical importance, Officers of a society now face all the same duties that company directors face when making decisions for a company. This means that volunteers who help run and manage a society may face personal liability for their decisions if they turn out unexpectedly badly for the society. There may be insurance cover available, but the society’s constitution will need to allow the society to take out this cover - which comes at a cost. Furthermore, societies will have to file annual financial statements. These will need to be professionally prepared, unless a society is a “small” one, with less than $50,000 worth of assets or annual expenses.

Almost every incorporated organisation and not-for-profit will need to seek specialist advice over what is required to ensure compliance with the new Act and what is needed to re-register to remain in existence.  Societies have had two and a half years to re-register – there is now less than 10 months to go. Those societies who still need to re-register, there’s no time like the present. As they say, he who hesitates is lost!