Incorporated Societies (Transitional Arrangements—Disposal of Surplus Assets to Members) Amendment Regulations 2025
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Incorporated Societies (Transitional Arrangements—Disposal of Surplus Assets to Members) Amendment Regulations 2025
Cindy Kiro, Governor-General
Order in Council
At Wellington this 15th day of December 2025
Present:
Her Excellency the Governor-General in Council
These regulations are made under section 256 of the Incorporated Societies Act 2022—
(a)
on the advice and with the consent of the Executive Council; and
(b)
on the recommendation of the Minister of Commerce and Consumer Affairs made in accordance with section 256(2) of that Act.
Regulations
1 Title
These regulations are the Incorporated Societies (Transitional Arrangements—Disposal of Surplus Assets to Members) Amendment Regulations 2025.
2 Commencement
These regulations come into force on 15 January 2026.
3 Principal regulations
These regulations amend the Incorporated Societies Regulations 2023.
4 Schedule 1 amended
In Schedule 1,—
(a)
insert the Part set out in the Schedule of these regulations as the last Part; and
(b)
make all necessary consequential amendments.
Schedule New Part 2 inserted into Schedule 1
Part 2 Provisions relating to disposal of communal facilities as surplus assets to members
8 Interpretation
For the purposes of this Part,—
communal facilities means the following facilities that are owned (in whole or in part) by a society or an existing society:
(a)
any land, or any right over, or interest in, land within a development designated for use by owners or occupiers of developed properties within the development, invitees, or certain classes of those persons:
(b)
buildings, goods, fixtures, fittings, plant, equipment, and other amenities within the development designated for use by owners or occupiers of developed properties within the development, invitees, or certain classes of those persons:
(c)
utilities
developed property means a property within a development for which a record of title has been or will be issued or created—
(a)
for an estate in fee simple or a leasehold estate under the Land Transfer Act 2017; or
(b)
for a stratum estate under the Unit Titles Act 2010
development means a real property development undertaken within 1 or more areas of land
existing society has the same meaning as in clause 3(1) of Schedule 1 of the Act
record of title has the same meaning as in section 5(1) of the Land Transfer Act 2017
specified society means a society to which this Part applies (see clause 9 of this schedule)
specified surplus asset provision means,—
(a)
in relation to an existing society, a provision in the existing society’s rules that provides for the existing society’s surplus assets to be disposed of, after the payment of all the existing society’s costs, debts, and liabilities, to 1 or more of the existing society’s members on liquidation of the existing society or on dissolution of the existing society by the Registrar under the Incorporated Societies Act 1908; and
(b)
in relation to a society, a provision in the society’s constitution that provides for the society’s surplus assets to be disposed of, after the payment of all the society’s costs, debts, and liabilities, to 1 or more of the society’s members if the society has been removed from the register under subpart 1 of Part 5 of the Act or is in liquidation, or for the purposes of section 176(1)(a) of the Act
transitional period means the period that begins on 15 January 2026 and ends on the close of 5 October 2028
utilities means the following utilities and services:
(a)
access over any roading within a development (including public or private access roads connecting to any highway, road, or access way):
(b)
gas and drainage reticulation connecting 1 or more developed properties to any gas supply, sewage treatment plant, or disposal system:
(c)
wastewater and stormwater disposal systems:
(d)
service lines connecting 1 or more developed properties to appropriate supply networks:
(e)
domestic and irrigation water supply reticulation connecting 1 or more developed properties to any water supply system (including storage tanks and treatment facilities):
(f)
any other utilities or services ancillary to the use of developed properties or the development by owners or occupiers of developed properties, invitees, or certain classes of those persons.
9 Application of this Part
This Part applies to a society during the transitional period if,—
(a)
immediately before 15 January 2026,—
(i)
the society is an existing society that owns communal facilities; and
(ii)
its rules include a specified surplus asset provision; and
(b)
the society gives notice to the Registrar, at the time of applying for reregistration as a society under the Act, that it intends to rely on this Part.
10 Constitution of specified societies may contain specified surplus asset provision during transitional period
(1)
During the transitional period,—
(a)
section 26(1)(l) of the Act does not apply to a specified society; and
(b)
a specified society’s constitution may instead include a specified surplus asset provision.
(2)
Sections 27 and 77 of the Act do not apply during the transitional period to the extent that they would prevent a person from relying on this Part.
11 Specified societies may dispose of communal facilities as surplus assets to members during transitional period
(1)
This clause applies in relation to a specified society during the transitional period.
(2)
The reference in section 216(1) of the Act to “disposed of to 1 or more not-for-profit entities”
must be read as a reference to “disposed of”
.
(3)
Subclause (4) applies instead of section 216(1)(a) and (b) of the Act (and a reference in the Act to section 216(1)(a) and (b) must be read a reference to subclause (4)).
(4)
The relevant person (as defined in section 215(2) of the Act) must take reasonable steps to ensure that any surplus assets of the specified society after the payment of all costs, debts, and liabilities are disposed of in the manner provided by the society’s constitution.
(5)
The reference in section 216(1)(d) of the Act to “constitution under section 26(1)(l)”
must be read as a reference to “constitution”
.
(6)
Sections 216(3), 218(a), and 219 of the Act do not apply.
12 Specified society not being carried on for financial gain merely because of specified surplus asset provision
A specified society does not have a purpose of being carried on, and is not being carried on, for the financial gain of any of its members merely because it will or may have its surplus assets distributed in accordance with a specified surplus asset provision to 1 or more members during the transitional period.
Nicola Purvis,
Acting Clerk of the Executive Council.
Explanatory note
This note is not part of the regulations but is intended to indicate their general effect.
These regulations, which come into force on 15 January 2026, amend the Incorporated Societies Regulations 2023.
The Incorporated Societies Act 2022 (the 2022 Act) replaces the Incorporated Societies Act 1908 (the 1908 Act) to put in place a modern framework of basic legal, governance, and accountability obligations for incorporated societies and those who run them. Societies that are incorporated under the 1908 Act must reregister under the 2022 Act by 5 April 2026. If a society does not reregister by that date, it will be unincorporated automatically and therefore cease to exist.
To reregister under the 2022 Act, a society must ensure that its constitution complies with the requirements of the 2022 Act. One difference between the requirements under the 1908 Act and those under the 2022 Act is that the 1908 Act allows a society’s surplus assets to be distributed to its members on liquidation or dissolution in accordance with the society’s rules while the 2022 Act requires a society’s surplus assets to be distributed to a nominated not-for-profit entity and prohibits distribution of a society’s surplus assets to its members.
Some societies incorporated under the 1908 Act exist to own communal facilities in a property development on behalf of the residents in the development, who are all members of the society. Those societies are sometimes called residents’ associations. Currently, if those societies are liquidated or dissolved, any communal facilities remaining as surplus assets can be distributed to the residents (as members of the society).
The 2022 Act’s prohibition on distributing a society’s surplus assets to its members means such societies must nominate a not-for-profit entity to whom surplus assets will be distributed on liquidation or dissolution of the society in order to reregister under the 2022 Act. Alternatively, the societies may restructure into another form of legal entity to ensure that the members retain control over the communal facilities. If the members choose to restructure, they must do so by 5 April 2026 or the society will cease to exist, which has various implications.
These regulations enable such societies to reregister under the 2022 Act while retaining a clause in their constitution that enables surplus assets to be distributed to members. The regulations then give such societies until 5 October 2028 to amend their constitutions to meet the requirements of the 2022 Act or to restructure to another form of legal entity.
Date of notification in Gazette: 18 December 2025.
These regulations are administered by the Ministry of Business, Innovation, and Employment.
Versions
Incorporated Societies (Transitional Arrangements—Disposal of Surplus Assets to Members) Amendment Regulations 2025
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