Thousands of churches, clubs, landowner associations, NGOs and community groups hold certificates under the 1966 Act. Part XVII of the 2023 Act does not let them carry on as before. This article explains the transition and its deadlines.
Who must re-register
Section 170 of the Associations Incorporation Act 2023 defines an “existing incorporated association” as (a) an association incorporated under the Associations Incorporation Act 1966 immediately before commencement, and (b) an overseas association registered under the 1966 Act or under the Companies Act 1997 as an overseas company. An association already in liquidation is excluded (section 170(2)); its liquidation is completed under the old Act (section 171). Section 172(2) forbids any new incorporation or registration under the 1966 Act after commencement, and section 172(1) repeals that Act one year after commencement, when the re-registration window closes.
When commencement happens
The Act comes into operation “in accordance with a notice in the National Gazette”. It was certified on 29 May 2023 as Act No. 1 of 2023, but the Regulation that prescribes the forms and fees was still in draft in May 2026, and the online registry must be ready before re-registration can be processed. The one-year period runs from the gazetted commencement date, not from certification. Committees should confirm the date with the Investment Promotion Authority and diarise the anniversary. See what changed under the 2023 Act.
The application
The application must be in the prescribed form, signed by the person completing it, and filed with the Registrar within one year after commencement, accompanied by the prescribed fee and a copy of the rules as they exist immediately prior to re-registration. If the association proposes to be re-registered with different rules, the application must also be accompanied by the special resolution authorising the change.
The draft Regulation makes re-registration an online-registry form rather than a paper one, so the application will consist of the data fields on the portal (regulation 4). Expect to supply the details the register now requires of every association: category (public benefit or member benefit), objects, committee members with dates of birth and residential addresses, public officer, registered office and postal address, and the section 89 beneficial ownership information. Section 169(4) excuses the association from an annual return in the year it is re-registered.
Should the rules be changed first?
Section 167 does not expressly require the rules to conform to the Schedule before re-registration, but an association re-registered on 1966-style rules will find itself out of step with the Act: no distinction between committee and public officer, no dispute resolution procedure, no disciplinary process meeting section 71, no dissolution clause satisfying section 143. The Registrar may also use section 147 to reject a filing that “does not comply with this Act”. The practical course is to hold a general meeting before applying, adopt new rules by special resolution that cover the fifteen Schedule matters, and file the resolution with the application under section 167(4). See what the rules must contain and changing the rules.
Effect of re-registration
Section 169 requires the Registrar, without delay, to enter the association on the register and issue a certificate of re-registration, which is conclusive evidence that the requirements were met and that from the stated date the association is registered under the 2023 Act. Re-registration does not create a new legal entity, affect membership rights, property, rights or obligations, or affect proceedings by or against the association, except as the Act provides. Land, bank accounts, leases and contracts stay where they are; no transfers are needed, and the incorporation number and name continue unless changed.
What if we miss the deadline?
Section 168(1) is blunt: an existing association “that does not apply for re-registration under this Act is removed from the register”. Removal carries the section 113 consequence that property vests in the Registrar, and the section 114 rule that liabilities continue. Two remedies follow. First, under section 168(2) and (3) the Registrar must restore the association on a proper application filed within two years after removal, in the prescribed form, with all outstanding annual returns and fees, late fees and penalties. Second, under section 168(4) and (5) a committee member, member, creditor or the Registrar may, within five years after commencement, ask the National Court to direct the Registrar to make the re-registration application on the association’s behalf and to make any other orders needed. See restoration.
International NGOs and overseas companies
An international organisation that registered as an overseas company under Part XX of the Companies Act, because the 1966 Act offered nothing better, is an existing incorporated association under section 170(1)(b) and must re-register as an overseas association under Part XIII within the same year, or be removed. Its Companies Act registration should be dealt with at the same time. See overseas associations.
Re-registration will require a current committee list, a public officer who meets section 54, a registered office, up-to-date rules and probably a resolved general meeting. Associations that have not met for years should start now, whatever the commencement date turns out to be, because the registry will be busiest in the last months of the window.
Sources
- Associations Incorporation Act 2023 — preamble (commencement), ss 4(b), 54, 71, 89, 113, 114, 143, 147, 167–173, Schedule
- Companies Act 1997 — Part XX (overseas companies)
- Associations Incorporation Regulation 2026 (draft of 8 May 2026) — regs 2, 4, 13; not gazetted; not on PacLII
Before relying on anything here, read the current text of the Associations Incorporation Act 2023 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.