Insights

Nigel Stirling, Tenille Burnside & Sarah Spicer
Published on

The Incorporated Societies Act 2022 has now passed into law, replacing the 1908 Act. It provides for greater accountability, transparency, and prescribed governance structures.

New Zealand has over 24,000 incorporated societies, covering a diverse range of purposes, including: sports, social and recreational clubs, religious organisations, common property ownership, and social service providers.

The Act provides further guidance on matters such as the obligations of the members who run the society, how disputes are to be resolved, and ensuring that members do not profit from their involvement in the society. All incorporated societies will need to make changes to their constitution in order to comply with the Act.

Some of the key changes introduced by the Act that societies will need to consider are:

  • Do you have a sufficient number of members?
    The minimum number of members is now reduced from 15 to 10.

  • Have all your members provided consent? 
    Individuals must now consent to be a member. It is not possible to deem an individual to be a member.
     
  • Does your constitution contain the mandatory matters?
    A lot of these are similar to the 1908 Act but include new requirements such as procedures for resolving disputes.
     
  • Do you have a contact person?
    Every society must have at least one contact person and may have up to three. A contact person must be a New Zealand resident who is at least 18 years old. The contact person’s role is primarily to be available to be contacted by the registrar. 
     
  • Does your committee have a majority of members as officers?
    The majority of officers on your committee must now be members.
     
  • Do you know the financial reporting requirements?
    Different requirements apply depending on the size. Small societies have less stringent requirements.
     
  • Are you aware of the new duties for officers?
    Duties similar to those imposed on company directors under the Companies Act 1993 will now apply.
     
  • Do you have clear dispute resolution procedures?
    You must include the dispute resolution procedures in your society’s constitution, and they must be consistent with the rules of natural justice.
     
  • Do you want to restrict the powers?
    Every society will now have wide powers, but if you want to restrict these powers you must say so in your constitution. For example, a society may wish to restrict the power to buy and sell property or give security.
     
  • Should you provide insurance and/or indemnities in favour of officers and employees?
    If so, you need to familiarise yourself with the new provisions that relate to this. A new regime is set out to regulate these sorts of matters.

Do I need to do anything?
You will need a new or amended constitution. You will continue to be subject to the 1908 Act until the date that your society reregisters under the Act. You must do this by 01 December 2025. If you do not, your society will cease to be incorporated.

The new Incorporated Societies Act 2022 provides a great opportunity to review your society’s constitution and is something that all societies will need to act on. If you have any questions about these new requirements or if you would like help updating your constitution, please feel free to reach out.

Disclaimer: The information contained here is of a general nature and should be used as a guide only. Any reference to law is to New Zealand law and legislation. We recommend before acting on it, you consult your accountant or tax adviser