What's new in the Incorporated Societies Act 2022

Topics covered in this article: Incorporated Societies

Colleen Bain



Phone: +64 7 927 0594
Email: cbain@clmlaw.co.nz


Bachelor of Arts (History), Canterbury University

Bachelor of Laws (First Class Hons), Auckland University of Technology



In April 2022 the long-awaited Incorporated Societies Act 2022 (2022 Act) received Royal Assent. Much of the 2022 Act will only be brought into force by regulations, so it’s not goodbye for Incorporated Societies Act 1908 (1908 Act) just yet. For now, if you have an existing society or if you’re incorporating a new society, the 1908 Act still applies.

Once the transitional provisions of the 2022 Act come into force, every incorporated society will need to re-register within 2 ½ years. Re-registration is essential for a society to continue. If a society does not re-register, it ceases to exist as a legal entity, its assets must be distributed and the society’s officers may be held responsible for any actions the society takes.

The re-registration requirements are set out in the 2022 Act. Every society must have a minimum of 10 members, a contact person, a committee (not just some officers as under the 1908 Act) and a constitution meeting requirements set out in the 2022 Act. Every member must consent to being a member under the 2022 Act so some societies will need to consider how that might be done in practice.

There are mandatory requirements for constitutions under the 2022 Act including in relation to purposes, membership, appointing committee members, meetings and voting.  A society must also include the name or description of a not-for-profit recipient for any surplus assets if the society is wound up. And the constitution must include dispute resolution procedures. The 2022 Act includes a default set of procedures a society may choose to use.

There are also items in the 2022 Act that your society may do only if they are included in your constitution, for example, passing written resolutions in lieu of holding meetings, voting by post or electronic means and any changes to the (broad) conflict of interest provisions.

Under the 2022 Act officers have duties similar to those of company directors.  Financial reporting requirements may change depending on the size and nature of your society. There are also rules around using the full name of the society and who can or must sign when contracting on behalf of the society.

There are several offences under the 2022 Act with penalties ranging from $3000 up to $200,000 so it is well worth making sure you know your obligations.

You can update your constitution at any time following the process set out in your current constitution and the 1908 Act. The changes can be approved to come into force now or only on re-registration.

Many societies will require extensive changes to their constitutions so we recommend starting early to allow officers plenty of time to work out those changes and to give members time to fully consider the proposed changes.

Contact us for advice or assistance in preparing your society for re-registration.


Latest Update: 15 August 2022

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