Navigating the New Norms: Key Changes to Incorporated Society Rules

The overarching purpose of the New Act is to provide a modern legislative framework which promotes the high-quality self-governance of societies in New Zealand.  The New Act seeks to achieve this by specifying a range of minimum standards and processes that all societies must incorporate into their constitutions.

Constitutions

All incorporated societies in New Zealand are affected by the New Act.  All incorporated societies need to review and update their constitutions and register under the New Act before 1 April 2026.

The first step in order to register (or re-register for existing societies) your Incorporated Society, will be to provide to the Registrar of Incorporated Societies (Registrar), a constitution compliant with the New Act. The constitution will need to specify details such as how officers are appointed and removed, what the makeup of your committee will be and the functions and powers of the society’s officers. There are, however, certain mandatory provisions contained in the New Act which must be contained in all incorporated society constitutions; these are different to the requirements of the 1908 Act. For example, all societies now need to have a clear procedure for settling internal disputes.

Once you have your society’s new constitution at hand, in order to complete registration (or re-registration), there are several forms you will need to complete and file with the Registrar. We can assist you to navigate the complex details of this part of the process.

What else is new?

The New Act will change the structure of some societies, through new requirements including but not limited to the below:

• Every incorporated society must now have a governing body which takes the form of a committee consisting of at least three officers. Officers owe duties to the society which are similar to those imposed on directors in the Companies Act 1993.
• The minimum number of members has been reduced from 15 to 10.
• Every society must nominate an official “contact person”; their contact details must be provided to the Registrar in order for the society to be contactable. These contact details will remain private and will not be published anywhere.
• Incorporated societies must continue to file annual returns as well as financial statements with the Registrar under the New Act, however, financial statements are subject to new standards (such as being subject to an audit or review report) which vary depending on the size of the society.

In addition to new requirements for society constitutions and structure, the New Act also creates new administrative requirements for societies to follow.  For example:

• New members must consent to being a member. This should be recorded in a society’s register of members. Existing members prior to re-registration do not need to give consent, however their details, as well as former members’, should also be recorded.
• Society’s must obtain and store written consent for each new officer to act as an officer.
• Society’s must create and maintain a conflict of interests register which is to be used for recording all of the society’s officer’s conflicts of interest.

What should I do?

In summary, the Incorporated Societies Act 2022 has changed the law that applies to all incorporated societies in New Zealand,  If you are involved with the administration of a society, your first step will be to ensure that your society’s constitution is reviewed and, if necessary, updated to comply with these new requirements. You also need to ensure that your society’s administrative practices comply; you will then need to apply to re-register. We can assist you and your incorporated society with these tasks. Please contact us if you would like to discuss your society, or if you require any assistance with reviewing your society’s rules and practices.

This article is current as at the date of publication and is only intended to provide general comments about the law. Harkness Henry accepts no responsibility for reliance by any person or organisation on the content of the article. Please contact the author of the article if you require specific advice about how the law applies to you.