Changing your society's constitution

What must be included in your updated constitution

The Incorporated Societies Act 2022 (2022 Act) and its regulations specify what must be covered in your constitution.

You may also need to take other legislation into account. For example.

• If your society intends to register as a charity you need to ensure that you include provisions that also comply with the Charities Act 2005. 
• If your organisation wants to be approved by Inland Revenue as a not-for-profit to claim tax benefits, you need to ensure you have the right wording in your constitution.

The information you need to provide

When changing your society’s constitution, you need to upload:

• a copy of the entire constitution, as amended, and
• a copy of the specific amendment being changed (see note below), and
• a certificate from an officer with a brief description of the nature of the amendment.

Officer’s certificate

One of your officers must provide a brief description of the nature of the amendment and certify that:

• they are authorised by the society to complete the certificate, and
• the amendment was made in line with either section 30 or section 31 of the 2022 Act, and
• the constitution as amended, continues to comply with the requirements of the 2022 Act.

When you need to register a change

All constitution amendments must be registered within 25 working days of being approved by your members (see note below about minor or technical amendments).

Any change will only take effect once it has been registered on the Incorporated Societies Register. Until then, your society must follow its existing registered constitution.

To check that a change has been registered, you can search the register.

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How to register the amendment

To change your society’s constitution amendment online you must have:

• a RealMe® login
• an online account with us, and
• authority to manage information on the register for your society.

Step by step

Log in to your online account. From the dashboard select the society you are updating and follow these steps.

1. On the 'View Details' page, select 'Maintain Incorporated Society'.
2. Then from the drop-down menu, choose 'Change Society Constitution'.
3. Upload the following mandatory documents:
   
   • A copy of the constitution as amended.
   • A copy of the clauses that have changed.
   • A certificate (signed by an officer) that provides a brief description of the nature of the amendment and certifies:
     • they are authorised by the society to complete the certificate, and
     • the amendment was made in line with either section 30 or section 31 of the 2022 Act, and
     • the constitution as amended, continues to comply with the requirements of the 2022 Act.
4. You can choose to upload an additional document to support your constitution amendment.
5. You can also choose to add comments about the change. These comments will not be available to the public, they will only be visible to the Registrar.
6. Complete the signatory details and select ‘Submit’.

Register a constitution amendment

What happens next

We will review the details you have provided, and this may take up to 3 working days. When we register the change, we will send you an email confirming the constitution change has been registered. The amendments take effect from the date we register them.

Related articles

• Using our Constitution Builder tool From Keeping society details up to date

Other guides in

Keeping society details up to date

• Confirming your authority to manage information
• Updating your society's contact details on the register
• Updating officer details on the register
• Changing your society's name
• Updating your balance date on the register
• Requesting a correction to the register
• Withholding personal information in the register
• How societies amalgamate

Other help topics