On 5 October 2023, the Incorporated Societies Act 2022 (the 2022 Act) came into force. The 2022 Act modernises the laws and the way societies need to operate. For a time, there will be 2 Acts in force – which one applies to your society depends on which Act it’s registered under.
- Existing incorporated societies (those incorporated under the Incorporated Societies Act 1908) will need to reregister under the 2022 Act if they want to remain as an incorporated society.
- New societies wanting to register will automatically register under the 2022 Act.
On this page:
- Which Act applies to your society
- Existing societies will need to reregister
- New societies will register under the 2022 Act
- Society-based charitable trust boards can reregister as an incorporated society
Between 5 October 2023 and 5 April 2026 there will be 2 Acts in force — which one applies to your society depends on which Act it’s registered under.
- If your society registered for the first time on or after 5 October 2023, it must operate under and comply with the 2022 Act.
- If your society was registered before 5 October 2023 and has not yet reregistered, it must operate under and comply with the 1908 Act.
- If your society was registered before 5 October 2023 and has reregistered, it must operate under and comply with the 2022 Act.
If you’re not sure which Act applies you can check by searching the Incorporated Societies Register for free.
From 5 October 2023 existing societies will need to reregister under the 2022 Act if they want to remain as an incorporated society. You should understand what it means to reregister and what happens if your society doesn’t reregister. There are a few things your society will need to do before it reregisters, such as preparing some documents and possibly adopting some new processes to comply with the 2022 Act.
If you’re an existing society, you can apply to reregister under the 2022 Act any time from 5 October 2023 to 5 April 2026. Until your society reregisters it must operate under and comply with the 1908 Act.
There are a few things your society will need to do before it reregisters
Under the 2022 Act, your society will need to —
- provide a constitution that’s compliant with the 2022 Act.
- include appropriate dispute resolution procedures in its constitution.
- have a committee that’s responsible for managing the operation and affairs of the society.
- have at least 10 members.
- provide at least one person’s contact details (these details will be used by the Registrar to contact the society).
If your society doesn’t reregister between 5 October 2023 and 5 April 2026, it will cease to exist. This means it would no longer be an incorporated society which has the following implications:
- This removes your right to make decisions on behalf of your society, such as, deciding what happens to any assets it owns. The Registrar could direct how to distribute them instead.
- This takes away the separate legal identity your society previously had. This means members could be held personally liable for debts or obligations (such as leases) owed by the society. Similarly, your society could not sign any new contracts in its name.
- The name your society used will no longer have any protection – another group could incorporate using the same name.
If you’re a new society wanting to register for the first time, from 5 October 2023 you will automatically register under the 2022 Act.
When you set up an incorporated society, you’re creating a separate legal entity. An incorporated society can do many of the same things as an individual — hold property in its own name, enter into contracts, and sue and be sued.
All societies incorporated in New Zealand have the same basic elements:
- a society name
- at least 10 members
- a governing body (a committee with at least 3 officers)
- a constitution
- contact addresses.
From 5 October 2023 society-based charitable trust boards – those incorporated under the Charitable Trusts Act 1957 — can choose to reregister under the 2022 Act or remain registered under the Charitable Trusts Act 1957.
If your organisation chooses to reregister it would change entity type from a charitable trust board to an incorporated society. You may need to seek expert advice from your lawyer, accountant or other professional to help you decide which organisational structure best suits your needs.
- If you decide to reregister, you can apply any time from October 2023
- If you decide not to reregister, your trust board will remain on the Charitable Trusts Register. You will be able to continue operating as you do now.
We have updated the help guides on our website with information about the 2022 Act. We also have a ‘Law Changes Hub’ with information about the new legislation and its impact on societies.
Published 5 October 2023