Key differences between the current Act and the previous one

Minimum 15

Minimum 10

All new members must consent to be members.
Read more about members' consent

Committee not required.

• Must have a governing body (committee).
• Minimum of 3 people on the committee
• Each person on the committee is an officer of the society.
• Most committee members must be members of the society (or representatives of a body corporate that is a member of the society). 
  There is a transitional exemption in the regulations

Not explicitly defined.

Includes all committee members, as well as others, for example, treasurer, CEO.

Duties are not clearly articulated.

Six broadly expressed duties modelled on directors’ duties in the Companies Act 1993 to:

1. Act in good faith and in the best interests of the society
2. Exercise powers for proper purposes only
3. Comply with the Act and the constitution
4. Exercise reasonable care and diligence
5. Not create a substantial risk of serious loss to creditors
6. Not incur an obligation the officer does not reasonably believe the society can perform.

No requirement.

• Societies must have at least 1 contact person and no more than 3.
• Your society’s constitution must specify how each contact person is appointed or elected.
• A contact person does not need to be an officer of the society.
• Their details are only for the Registrar to use, they will not be made publicly available.

No guidance.

Must be held no later than 6 months after the society’s balance date.

Must be filed annually.

Must be filed within 6 months of the society’s balance date. No change for societies that are registered charities (see Note 1 below).

No requirement to file an annual return.

• Must be completed annually.
• Completed each time you file your annual financial statements.
• Involves reviewing, updating, and confirming key information about your society to make sure it is still operating legally.
• No change for societies that are registered charities (see Note 2 below).

A society is not required to apply XRB accounting standards, unless it’s also a registered charity.

Only a 'small society' not registered as a charity is exempt from using XRB accounting standards.

The definition of a small society

No change for societies that are registered charities (see Note 1 below).

• Referred to as ‘Rules’.

• The 1908 Act sets out what must be included, but it’s a relatively small list of mandatory rules.

• Referred to as a ‘Constitution’.
• The 2022 Act and 2023 Regulations set out what your constitution must contain and includes different mandatory provisions than the 1908 Act.

• The Registrar of Incorporated Societies may (at their discretion) review any proposed rules or alteration of rules where such rules or alterations have not yet been enacted by a society.

• The Registrar of Incorporated Societies is not required to review draft constitutions.
• The society’s officers must ensure the constitution complies with the Act.

• Must have a name that ends with the word ‘Incorporated’.

• Must have a name that ends with the word ‘Incorporated’, ‘Inc’or the word ‘Manatōpū’.
• You can choose to use a combination of these words as the last words of the society’s name.

• Documents must be written in English.
• All records must be kept in English.

• Documents, such as the constitution and bylaws or documents required under the Act can be written in te reo Māori or English.
• All records, including financial records, can be kept in te reo Māori or English.

The Act doesn’t specifically require societies to have procedures for resolving disputes.

• All societies must have procedures for managing internal disputes in a way that’s consistent with natural justice.
• These must be documented in a society’s constitution.

Surplus assets can be given to any party in accordance with the rules of your society.

Surplus assets must be given to an identified not-for-profit organisation or class of organisation that is identified in your constitution.
Note — There are transitional regulations for some residents' associations

No legislative framework for amalgamations of two or more societies.

Amalgamations can take place in a similar way to the Companies Act 1993, but follow a simplified process for Incorporated Societies.

Generic offences set out in the Crimes Act 1961.

Six offences that target egregious conduct including:

1. Making false statements
2. Fraudulent use or destruction of property
3. Falsification of documents
4. Defrauding of creditors
5. Improper use of ‘Incorporated’, 'Inc' or its te reo version ‘Manatōpu’
6. Breaching of a banning order.