Your responsibilities as an incorporated society

If your society existed before 5 October 2023, it must operate under and comply with the Incorporated Societies Act 1908 (the 1908 Act) until it reregisters under the 2022 Act.

If you’re not sure which Act applies to your society, you can check by searching the Incorporated Societies Register for free. How to search the register

Filing annual financial statements

Incorporated societies are required to file financial statements with the Companies Office each year (unless registered with Charities Services). These records help to show that a society is still operating, and therefore, should remain on the register. This is done following a general meeting such as an annual general meeting (AGM).

The records you must keep

All incorporated societies are required to keep an accurate register of their members.

You’ll also need to keep a number of financial records and documents, to enable you to complete your annual financial statements.

If your rules or name change

You can change your society’s rules or name, but the change only takes effect once we’ve recorded it on the register.

If other details change

When details about your society change – such as an address, or the names and details of your elected officers – you’ll need to let us know, so the register can be updated. You are legally required to inform us when your registered office address changes.

If your society needs winding up

When an incorporated society reaches the end of its 'life', it must be wound up and removed from the register. There are 2 ways this can be done – by dissolving the society, or having it liquidated.

Your society must operate under and comply with the Incorporated Societies Act 2022 (the 2022 Act) if it —

• registered for the first time on or after 5 October 2023, or
• registered before 5 October 2023, but has reregistered since then.

If you’re not sure which Act applies to your society, you can check by searching the Incorporated Societies Register for free. How to search the register

File annual financial statements and complete an annual return

Each year your society is required to upload a copy of your latest financial statements with us (see the exceptions section below for societies registered with Charities Services). At the same time, you will check and update certain key information about your society to complete its annual return.

The annual return helps to ensure that we have accurate information about your society on the register.

Your society’s financial statements must be prepared to the standards set out in the 2022 Act. For many societies — those classified as small societies — the minimum standards of the Act will apply. Larger societies will need to use accounting standards set by the External Reporting Board (XRB) and some will need to have their financial statements audited. The XRB have developed 4 tiers of XRB accounting standards. You will need to check which tier applies to your society then apply the reporting requirements for that tier.

Find out more about the new financial reporting requirements

When to file

The end of the financial year (balance date) plays an important role in determining your filing deadlines. Within 6 months of the balance date your society must —

• prepare its annual financial statements
• hold its Annual General Meeting (AGM)
• present its financial statements at the AGM, and
• file an annual return with us, along with its annual financial statements.

Exceptions

If your society is registered with Charities Services you don’t file annual financial statements and annual returns with us but you do need to file an annual return with Charities Services.

Register amendments to your constitution

If your society amends its constitution, you must register a copy of the amendment with us, along with a copy of the amended constitution.

You need to register any amendment within 25 days of being approved by your members (or, in the case of minor or technical amendments, within 25 days of the change being made). The amendment only takes effect once we’ve registered it on the register.

Apply to change your society’s name

If your society wants to change its name, you must complete an application and submit it to us. If we approve your application, we’ll issue an updated certificate of incorporation recording the change of name.

The change of name takes effect when we issue the updated certificate of incorporation.

Even though your society’s name is recorded in its constitution, you won’t need to register an amendment to your constitution with us to reflect a name change. The new name will be treated as being included in your constitution.

Update the register if other details change

When details about your society change, you’ll need to update the register. Your society’s committee is responsible for ensuring these details are kept up to date. Below are the main details you need to keep up to date, and the relevant timeframes for each.

• Regularly check and update your address for communication and contact email address. These are the main addresses we will use to contact your society. At the same time check and update the contact phone numbers recorded on the register.
• To update your registered office address, you must notify us at least 5 working days before the change is due to take effect.
• You need to update the details of the society’s contact person within 20 working days of the society becoming aware of the change. This includes appointing or electing a new contact person or updating the contact details of any existing one.
• You need to update the details of the society’s officers within 20 working days of the society becoming aware of the change. This includes —
  
  • electing or appointing a new officer
  • giving notice than a person has ceased to be an officer or
  • updating the details of any existing one (for example, for an address change).
• If your society’s balance date changes you should update the register as soon as possible. We will be checking to make sure your society has filed its annual financial statements and completed its annual return within 6 months of the balance date that’s recorded on the register.

Records your society must keep

To comply with the 2022 Act there are records that your society must keep. You can keep any of these records in English or in te reo Māori. Normally physical records are kept at the society’s registered office. Your society may decide to also keep electronic copies.

Constitution

Keep copies of the current constitution document and any amendments that have been made. You must upload copies to the register, but you should also store the original documents in your own records.

Register of members

The register of its members lists details for current and former members. You need to update them as soon as practical after your society becomes aware of a change. You won’t need to provide us with copies of members’ consents when you’re registering for the first time or updating the register, but you should hold copies with your register of members.

Interests register

Officers have a duty to disclose interests to the committee. They must make this disclosure as soon as they become aware they have an interest in any matter being considered by the committee. The committee must keep and maintain a register of these disclosures in an interests register.

Accounting records

The society’s accounting records —

• must correctly record the transactions of the society
• allow the society to produce financial statements, and
• would enable the financial statements to be readily and properly audited (if required).

Copies of officer consents

Every officer that is appointed or elected must consent in writing to being an officer and certify that they are not disqualified from being appointed or holding office as an officer. You won’t need to provide us with copies of the consents when you’re registering for the first time or updating the register, but you will need to confirm that you’ve obtained each officers consent and that they’re eligible to hold their office.

If your society ceases to operate

If your society reaches a point when it can no longer operate for example, membership numbers have dropped or it's in financial difficulty, you must look to your constitution and to the Incorporated Societies Act for guidance on what you must do. Your constitution must contain provisions for how any surplus assets are distributed. It must also provide for how you will call and run any meetings that may be needed to decide on the best course of action.

If the society is placed in liquidation, your society and its officers have a responsibility to cooperate with the liquidator so that the financial and business affairs of your society can be resolved fairly and equitably. You must also provide the liquidator with your society's accounts, records, and any other information they require.