On 5 October 2023, the Incorporated Societies Act 2022 (2022 Act) and its Regulations will take over from the Incorporated Societies Act 1908 (1908 Act) in New Zealand.
Registration
Societies that register for the first time on or after 5 October 2023 will need to comply with the 2022 Act, societies currently registered under the 1908 Act will have two and half years to re-register in order to comply with the 2022 Act. Re-registrations must be completed by early April 2026[1] otherwise a society runs the risk of being struck off the Register of Incorporated Societies, and will need to register afresh if it wishes to continue functioning.
Timing of re-registration
If you are a society that is currently registered, and which operates and reports under the 1908 Act, you may re-register at any time on or after 5 October this year. Re-registration will involve completing an online application and the payment of a fee (at this stage the fee will be $88.89 plus GST[2]). In order to re-register, your society will need to have a constitution (some societies refer to this as their ‘Rules’ – either term is acceptable) that complies with the requirements of the 2022 Act.
You will be able to write your own constitution using the ‘constitution builder’ section of the Companies Office website, or you can write your own. Alternatively, we can help you write a bespoke constitution tailored specifically to your requirements. In each case, the constitution must comply with the requirements of the 2022 Act.
Until a society has re-registered under the 2022 Act, it will continue to be bound by the operating and reporting requirements of the 1908 Act.
Is the Society a Charity?
If a new or re-registered society is also registered under the Charities Act 2005 as a charity, some reporting requirements of the Charities Act will take priority over the equivalent reporting requirements of the 2022 Act. The most important difference is the audit or review of financial statements (where societies that are charities must continue to comply with the Tier system) and annual return reporting requirements. Please speak with us if you are unsure what your ongoing obligations might be.
If you need to re-register, what can you do now?
There is a time frame of two and half years to complete the re-registration process during which, we suggest, you review what the society does and how it does it. Are there things the society could do better? Are the society’s governance processes fit for purpose? Is the society delivering services to its members that the members actually want? Perhaps consider establishing a constitution sub-committee to drill down into some of the key issues. If it will help you, we can work with you to focus on matters that, in our experience, can cause issues for societies.
Members’ approval will be needed to adopt a new constitution for most societies, usually at an annual general meeting (or perhaps at a special general meeting called for the purpose). We suggest that if you work backwards from the date of your 2024 or 2025 AGM, you will see what time is available for the review and drafting processes. The mechanics of the application process to re-register will not be onerous or time-consuming.
How we can help
We have extensive experience in the area of incorporated societies – how they operate, the problems typically encountered by members, officers and committees, how constitutions can be better written to minimise future issues – and we would be pleased to help you comply with the requirements of the new 2022 Act.
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[1] The exact date is still to be identified. 5 April 2026 is Easter Sunday, so a realistic end date will more likely be Tuesday 7 April 2026.
[2] The Ministry of Business, Innovation and Employment has signalled that it proposes to conduct a “system-wide funding review” and that this registration fee will likely change at some future date.
