Incorporated Societies

A new Incorporated Societies Act was passed in 2022. Have you re-registered?
If your choir is an incorporated society you need to re-register under the new Act and most likely need to make some changes to your constitution in order to comply with the new legislation. This needs to be done by 5 April this year.
Until you re-register under the 2022 Act, your choir will continue to operate under the Incorporated Societies Act 1908, but the transitional period comes to an end on 5 April. If you fail to re-register by then you will no longer be a legal entity.
The 2022 Act introduces new compulsory features to be included in your constitution, such as:
- a dedicated contact person,
- members need to give consent,
- minimum number of members reduced from 15 to 10,
- the requirement for a society to have a committee,
- new duties for officers, including acting in good faith and in the best interests of the society, complying with the 2022 Act and the constitution, and exercising the care and diligence that a reasonable person would exercise in the circumstances,
- a dispute resolution processes,
- conflict of interest clauses and a duty to disclose conflicts
- annual returns are now required
- the ability for societies to amalgamate, and
- new accounting standards for financial reporting.
For all changes go to - Key changes | Incorporated Societies
See below for links to more in-depth information.
Advantages of being Incorporated
- Your society will be a legal entity, able to enter into contracts in your society’s name.
- Your members won’t be personally liable for the society’s debts.
- Your society can apply for funding from funding agencies that require legal status.
Potential consequences of not re-registering
- Your society will cease to exist as a legal entity
- Your society name will no longer have protection
- Your bank accounts could be frozen
- Future funding could be at risk, as many funders don’t work with groups that do not have a legal status.
- You will lose the right to make decisions on behalf of your society – i.e. distributing your assets.
- If you decide not to re-register, you will need to wind-up or become a different type of entity.
HOW TO……... A STEP-BY-STEP PROCESS
To re-register your society, you need to:
- Prepare a constitution and review its operational processes. To amend or create your constitution, use the Constitution Builder on the New Zealand Companies Office website https://isb.companiesoffice.govt.nz/constitutionbuilder/startscreen
- Hold a general meeting to approve the decision to reregister and the new constitution.
- Apply to reregister online on the Incorporated Societies website.
The Incorporated Societies website has a full set of step-by-step guides that will help you re-register:
Get ready for re-registering | Incorporated Societies
Getting re-registering sorted under the Incorporated Societies Act 2022
We recommend you read the “How to Apply” page and watch the video - Applying to re-register your society | Incorporated Societies
Useful links to help you understand the requirements of the Incorporated Societies Act 2022:
- This link on the New Zealand Companies Office website has a useful summary of the key changes, including a table showing a comparison between the 1908 and 2022 Acts: https://is-register.companiesoffice.govt.nz/law-changes-for-societies/key-changes/
- Former Chair of the NZCF East Coast region, Mark von Dadelszen, is the author of the only detailed New Zealand legal text on not-for-profit organisations, “Law of Societies” (3rd Edition). His NfP Law website has a detailed guide to the changes: https://nfplaw.co.nz/the-new-incorporated-societies-act-guide-for-societies/
- For new societies, The New Zealand Companies Office website has some useful tips regarding things you should do before you apply to become an incorporated society: https://is-register.companiesoffice.govt.nz/help-centre/starting-an-incorporated-society/things-to-do-before-you-apply/
