Changes to Incorporated Societies – What you need to know
Incorporated societies are the backbone of community-driven initiatives across New Zealand, from local sports clubs to advocacy groups and cultural organisations. Recently, these societies have faced a series of significant updates to the regulations that govern their operation.
The Incorporated Societies Act 2022 (the 2022 Act) and Incorporated Societies Regulations 2023 (the Regulations) came into force on 5 October 2023. Together, these put in place a modern legal, governance and accountability framework for incorporated societies and those who run them. In this blog we take a look at the key changes, and how they might impact you. If you have any questions or need advice, please feel free to contact your BFA advisor.
What’s changing?
The 2022 Act keeps the best of the 1908 legislation while codifying relevant case law in one place and filling in gaps where the rules are unclear. Specifically, it clearly sets out officers’ duties, financial reporting requirements and a requirement to have internal dispute resolution processes.
The Regulations support the 2022 Act by prescribing things like how societies apply for registration or reregistration under the new Act, the initial fees for registration and restoration, and other matters relating to the administration of societies.
When is this all happening?
Existing incorporated societies will need to reregister under the 2022 Act no later than 5 April 2026. Any society that does not reregister by 5 April 2026 will no longer exist as an incorporated society. New societies will automatically register under the 2022 Act.
What will it mean for our society?
It is recommended that existing societies wishing to reregister start this process as soon as possible, as it will take some time to prepare what is needed. To register, or reregister, your society will need to:
- Provide a constitution that is compliant with the 2022 Act. Your constitution must include, among other things, a dispute resolution procedure. https://is-register.companiesoffice.govt.nz/law-changes-for-societies/your-society-will-need-a-constitution/
- Have a committee that’s responsible for managing the operation and affairs of the society. There are new minimum requirements for committees, and specific duties and eligibility criteria for officers. Everyone on your committee will be an officer under the new Act, and others may be too. Officers must consent to their appointment in writing, and certify that they are not disqualified. https://is-register.companiesoffice.govt.nz/law-changes-for-societies/committees-and-officers/
- Provide at least one person’s contact details and notify the Registrar of Incorporated Societies if certain details change (e.g., officer details).
- Have a minimum of 10 members. They can be individuals or body corporates. Each new member must consent to being a member. https://is-register.companiesoffice.govt.nz/law-changes-for-societies/whats-changing-for-members/
- Hold Annual General Meetings (AGMs) and maintain certain society records, including accounting records, AGM minutes, membership details (Register of Members), conflicts of interest that officers may have (Interests Register). https://is-register.companiesoffice.govt.nz/law-changes-for-societies/records-you-must-keep/
Once your society is registered under the new Act, new minimum financial standards will apply. You can view a summary of the key changes, and how they differ to the 1908 Act, here: https://is-register.companiesoffice.govt.nz/law-changes-for-societies/key-changes/
Key take-aways
- Existing incorporated societies will need to reregister under the 2022 Act no later than 5 April 2026, if they want to remain as an incorporated society. It is recommended existing societies wishing to reregister start this process as soon as possible as it may take some time.
- New societies wanting to register will automatically register under the 2022 Act.
- Your society will need to provide a constitution that is compliant with the 2022 Act.
- There are new requirements around officers, members, financial record, general records and minutes.
Contact your Client Advisor or send us a message if you wish to discuss this further.
