How societies amalgamate

New legislation for incorporated societies

Between 5 October 2023 and 5 April 2026 there are 2 Acts in force

The Incorporated Societies Act 2022 (2022 Act) applies if your society —

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

The Incorporated Societies Act 1908 (1908 Act) applies if your society registered before 5 October 2023 and has not yet reregistered.

This guide applies only to societies registered 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

Amalgamation is the merging of two or more societies that become one amalgamated society that continues on the register. As part of the process, we remove societies that aren't continuing from the Incorporated Societies Register.

Your society can only apply for amalgamation if each participating society is registered under the Incorporated Societies Act 2022 (2022 Act).

The amalgamated society may continue as —

• one of the amalgamating societies (that is, one of the societies that participated in the amalgamation), or
• as a new society created as a result of the amalgamation.

Preparing an amalgamation proposal

To apply for amalgamation you must have an amalgamation proposal.

The amalgamation proposal must include the following information —

• The terms of the amalgamation.
• The names of the participating societies along with their New Zealand Business Numbers and registration numbers.
• Details of any arrangement necessary to —
  • complete the amalgamation, and
  • provide for the subsequent management and operation of the amalgamated society.

The proposal must also include the following information about the proposed amalgamated society —

• Its name (see note below)
• Its balance date
• Its proposed registered office address (this must be a physical address)
• The names of the proposed officers
• A named officer must confirm that they consider the society will have the minimum number of members (at least 10 members), and
• Its proposed constitution
  • A named officer must confirm that they consider the proposed constitution complies with the Act.

Constitution Builder tool helps with drafting rules

To help you draft your constitution, you might like to use our online tool — the ‘Constitution Builder’. The Constitution Builder helps you produce a draft document containing most of the content required in a constitution — however, it should not be considered a substitute for expert legal advice.

Deciding when the amalgamation will take effect

Early on you need to decide when the proposed amalgamation will take place.

You should choose a date that allows enough time for all of the participating societies to do everything they must do. Such as:

• Each society’s committee must review the proposal and form their opinion. They must also make an assessment regarding the solvency of the amalgamated society and vote to approve the proposal.
• At least 20 working days before the proposed amalgamation date, each committee must send a copy of the amalgamation proposal to their members and secured creditors. They must also give public notice of the proposal to amalgamate.
• Each society will need to call and hold a general meeting to vote on the proposal.

You should aim to complete all of your preparation and submit the amalgamation documents to us at least 2 weeks before this date.

Before you apply for amalgamation

There are some things your society will need to prepare or find out about before you apply. This applies to each society participating in the amalgamation.

You need to consider how the amalgamation will affect your society’s operations and your stakeholders. The decisions you make help you get ready to apply to us for an amalgamation.

What your committee must do

1. Agree that amalgamation is in your society’s best interests.
   Your society’s committee must resolve that, in its opinion, the amalgamation is in the best interests of your society. Check your constitution to see how your committee passes resolutions.
2. Check that the amalgamated society will be solvent
   Your society’s committee must resolve that the amalgamated society will be solvent when the amalgamation comes into effect. This is called 'satisfying the solvency test'.
   • A society is solvent if —
     • it will be able to pay its debts when they're due in the normal course of its operations, and
     • the value of its assets will be greater than the value of its liabilities — including contingent liabilities.
       
3. Share information about the amalgamation proposal
   • Your society’s committee must send a copy of the amalgamation proposal to each —
     • society member, and
     • secured creditor.
   • Your committee must also give public notice of the proposed amalgamation. Either —
     • in at least one issue of a newspaper circulating in the same area as your society’s registered office address, or
     • on the society’s website (as long as the website is free of charge to everyone and is publicly accessible).

All of these things must be completed at least 20 working days before the amalgamation proposal takes effect.

Officer certificates

Every officer who voted in favour of the resolutions described in points 1 and 2 above, must sign a certificate that confirms that, in their opinion —

• the amalgamation is in the best interests of your society.
• the amalgamated society will be solvent when the amalgamation comes into effect.

In that certificate each officer must also include the grounds for their opinion.

Your members must approve the proposal

Your society must pass a resolution approving the amalgamation proposal.

As a minimum this resolution must be approved by a simple majority of the votes of those members entitled to vote and voting on the question (that is, more than half of the votes are in favour of the proposal) and in accordance with the constitution of your society.

When the court might intervene

A creditor of a participating society may apply for a court order if they believe they will be unfairly prejudiced by a proposed amalgamation. This also applies to any other person to whom the participating society is under an obligation.

If the court agrees it may make an order in relation to the amalgamation proposal. That order could —

• Require the participating society to reconsider the proposal
• Specify modifications to the proposal, or
• Direct that the proposal will not take place (essentially cancelling the proposal).

Registering the amalgamation

Aim to send the amalgamation to us at least 2 weeks before the effective date of the amalgamation.

To register the amalgamation proposal with us you must provide the following documents —

• The approved amalgamation proposal, including —
  • the constitution for the amalgamated society, and
  • officer certificates for each participating society.
    We need to see these certificates but we won’t publish them on the register.

You also need to provide the following information about the amalgamated society —

• The amalgamated society’s name 
• Confirmation that it will have the minimum number of members
• Its balance date
• Society contact details (including details of at least one contact person)
• Details of committee members and other officers.

There is no fee for registering an amalgamation.

How to register the amalgamation

Send us your amalgamation documents by email, courier or post.

Email

processing@companies.govt.nz 

Courier 

Companies Office
Level 1, 162 Victoria Street
Auckland 1010
New Zealand

Post

Companies Office
Private Bag 92061
Victoria Street West
Auckland 1142
New Zealand

What happens next

We will review your amalgamation proposal and documents

If the amalgamation is in order, we will —

• Issue a Certificate of Amalgamation.
  • If the amalgamation created a new society we will also issue a Certificate of Incorporation for that society.
• Make any necessary updates to the Incorporated Societies Register for the amalgamated society, such as —
  • registering its constitution, and
  • updating any changed addresses, officers, contact person details.
• Remove the societies that aren't continuing from the Incorporated Societies Register.

If we have any questions about your application, we’ll get in touch with the person who completed the application and let you know what we need.

You'll receive a Certificate of Amalgamation

We’ll send the Certificate of Amalgamation to the person who registered the amalgamation and to the amalgamated society’s email address for communication.

Operating after amalgamation

The amalgamation takes effect on the date shown on the 'Certificate of Amalgamation'.

The amalgamated society takes over all the property, rights, powers and privileges of the other societies that participated in the amalgamation. This applies to all of their debts and other obligations (for example, a lease on a building).

If any of the participating societies was involved in legal action prior to the amalgamation, that can continue to be taken by or against the amalgamated society. This also applies to convictions, rulings, orders or judgments.

Last updated 11 March 2025

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 rules or constitution
• Changing your society's name
• Updating your AGM month or balance date on the register
• Requesting a correction to the register

Other help topics