The legal landscape for incorporated societies in New Zealand is undergoing significant changes due to the implementation of the Incorporated Societies Act 2022 and the accompanying Incorporated Societies Regulations 2023.

Below we provide an overview of the changes resulting from the Regulations.

Background

Currently there are two Acts governing incorporated societies: the 2022 Act and the Incorporated Societies Act 1908.  The 1908 Act will eventually be phased out: starting in October 2023, new societies can only incorporate under the 2022 Act, while existing societies have until April 2026 to migrate to the new regime.

Overview

The 2022 Act and the Regulations came into force on 5 October 2023.  Together, they put in place a modern legal, governance, and accountability framework for incorporated societies and those who run them.

The 2022 Act covers a considerable number of administrative and procedural matters, as well as several more substantive matters.

The Regulations cover:

• Applications for incorporation of new societies,
• The administration of incorporated societies,
• Enforcement through fees and other penalties,
• Removal of societies from the register of incorporated societies,
• Restoration to the register,
• Amalgamations,
• Liquidation of societies.  

they also provide fee schedules and templates for infringement and reminder notices.

Incorporation and re-registration requirement

Every existing incorporated society will need to reregister under the 2022 Act, and can begin doing so from 5 October 2023.  The Regulations outline detailed requirements for this process.

When incorporating or re-registering, societies are required to provide specific information, such as:

• The physical address of the proposed registered office.
• The balance date.
• The names of the proposed officers.
• For each person named as an officer, a physical address used by that person.
• Confirmation from a named officer that they consider the number of persons applying to incorporate the society is 10 or more.
• Confirmation from a named officer that they consider the society’s proposed constitution complies with the 2022 Act.

Prescribed manner

The Regulations outline that registration will be done through an internet site (presently the New Zealand Companies Office site, requiring a RealMe login to apply for registration:  https://app.businessregisters.govt.nz/).  However, the Registrar may allow alternative methods if compliance through the internet is not reasonably practicable.

Filing of annual returns and changes regarding the newly established contact person or the registered office will also be able to be made via the internet site.

Members

The 2022 Act requires societies to maintain a register of members, and the regulations specify that it must include current and past members within the previous 7 years.  For societies with 1,000 or more members, their constitution may restrict annual general meeting attendance to delegates or representatives rather than requiring all members.

Furthermore, the 2022 Act requires that the majority of a society's officers must be members.  However, the Regulations provide a transitional period until October 5, 2028, allowing societies to have a majority of non-member committee members if they notify the Registrar online of this decision.

Societies must carefully navigate these significant changes to maintain their legal status and comply with the framework.  It is advisable to consult a lawyer to review your specific situation.

Leading law firms committed to helping clients cost-effectively will have a range of fixed-price Initial Consultations to suit most people’s needs in quickly learning what their options are.  At Rainey Collins we have an experienced team who can answer your questions and put you on the right track.