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New Zealand Companies Office

View transcript

Transcript

Duration: 36:56

Visuals

The first slide in a New Zealand Companies Office presentation appears with the title ‘Incorporated Societies Act 2022 – Preparing for reregistration’. It carries the New Zealand Companies Office brand along with the Ministry of Business, Innovation & Employment and Te Kāwanatanga o Aotearoa (New Zealand Government) logos.

Audio

The webinar begins with Hayley, an Engagement Advisor with the Ministry of Business, Innovation and Employment (MBIE), speaking to the first slides in this presentation.

Tēnā tatou katoa, and welcome to this webinar on preparing for reregistration under the Incorporated Societies Act 2022.

My name is Hayley, and I am an Engagement Advisor in the Information and Education team here at MBIE. I will start with today's opening Karakia.

Tāwhia tō mana kia mau, kia māia

Ka huri taku aro ki te pae kahurangi

kei reira to oranga mōku

Mā mahi tahi, ka ora, ka puāwai

Ā mātau mahi katoa, ka pono, ka tika

Tihei mauri ora

I'll now hand over to our presenter David Josland.

Hayley hands over to David Josland, a Senior Solicitor with the New Zealand Companies Office.

Visuals

A slide setting out the agenda for the webinar appears. The text reads.

Agenda

  • Deciding whether your society needs to reregister
  • Key processes for your society’s constitution
  • Annual financial statements and returns
  • Other important information
  • Reregistering your society

Audio

Thank you very much, Hayley.

Before we start today's webinar, I'll introduce myself. My name is David Josland, and I'm a Senior Solicitor in the Companies Office which is part of the Ministry of Business, Innovation and Employment.

What we're going to look at today are issues relating to the Incorporated Societies Act 2022, and importantly, the process around reregistering an existing society that's registered under the Incorporated societies 1908 reregistering that under the new Incorporated Societies Act 2022.

We're going to look at things like deciding whether your society needs to reregister. We'll look at some points that you might like to consider when your society and its members are considering reregistration.

We're going to look at some key requirements of your society's constitution in terms of ensuring that it complies with the 2022 Act. We're just going to very briefly mention the fact that societies under the new Act will need to file an annual financial statement and also an annual return.

We're going to look at some other specific information about the reregistration process and what happens when your society is reregistered and things to look out for in terms of making sure that your application to reregister and also your constitution is compliant with the 2022 Act.

We're going to put up some details now about our website.

Visuals

A slide appears with the title ‘Resources’. The main text reads

Law Changes Hub — www.societies.govt.nz

Legislation website — www.legislation.govt.nz

Send questions to — engage@societies.govt.nz

Audio

David Josland continues speaking for the majority of this webinar.

And specifically, we've got an Incorporated Societies Law Changes Hub on our Societies website. The website address is on the screen now for you. The things that I'm going to be discussing now are available on that Law Changes Hub website.

I'd also like to point out that you can email us at engage@societies.govt.nz with any questions that you may have about what we are discussing today, and any other questions about the 2022 Act itself.

What I'd just like to say before we go further, is that the information that I'm going to be talking about is of a general nature.

There's a lot of information about the 2022 Act on our societies website. So I'd encourage you to have a look at that.

And there's also, as I said earlier, a specific section on reregistration.

Our office cannot provide you or your society with legal advice, so you may wish to consider seeking professional advice in terms of the requirements of the 2022 Act and the registration process.

But I'd also like to point out that the Act itself and the regulations are available on the legislation website at www.legislation.govt.nz

You'll need to enter the name of the legislation, the Incorporated Societies Act 2022, and also the regulations which are the Incorporated Societies Regulations 2023, into the Legislation website search engine to access that information.

To begin with we want to just briefly mention what the changes are all about. So obviously existing Incorporated Societies in New Zealand have been governed by the Incorporated Societies Act 1908, and it's well over a hundred years old.

The 2022 Act effectively modernises the law for Incorporated Societies, and introduces and sets out some of the latest governance concepts.

It formalises officer duties, provides more detailed guidance on the holding of meetings and what must be presented at meetings of societies, and also how societies should keep records.

It sets out the financial reporting requirements of societies in more detail and also requires societies to have compulsory dispute resolution processes set out in their constitutions.

The Act also allows one or more societies to amalgamate.

It also has new processes for removing and restoring incorporated societies.

It's important to remember now that no new societies can be incorporated under the Incorporated Societies 1908.

All new societies must have an application under the 2022 Act.

The reregistration process that I'm going to talk about in more detail allows existing 1908 Act societies to reregister and become societies under the 2022 Act.

Existing, at the moment, we're in a period of what we call transition. Where existing 1908 Act societies will operate under the 1908 Act until they apply and become reregistered under the 2022 Act. They'll continue to operate under the 1908 Act and their 1908 Act rules until an application is made to reregister, and the society is reregistered under the 2022 Act. That's an important thing to remember. There'll be some new societies that have registered under the 2022 Act and are now considered to be 2022 Act societies going forward, but 1908 Act societies now are in a period of transition for approximately 2 and a half years to reregister from the 1908 Act to the 2022 Act.

Reregistration takes place online on the Societies website, the address of which is on the presentation slide.

This reregistration process is set out in Schedule 1 of the 2022 Act. So if you're using the legislation website make sure you scroll down to the bottom of the Act, and you will see the heading Schedule 1, And the title of that schedule is ‘Transitional Savings and Related Provisions’.

The clauses in this section are sequential of a flow, and obviously an order, in which a society needs to prepare itself to reregister. And essentially it sets out the steps that an existing 1908 Act society needs to take to reregister successfully under the 2022 Act.

As I said earlier, it's important to remember that an existing 1908 Act society is subject to the 1908 Act and its 1908 Act rules until it reregisters.

What we're going to talk about a little later in the presentation is this reregistration process that the transitional provisions permit the movement of a society to the 2022 Act, through the amendment of its existing constitution, or through the development of a completely new constitution, both of which must comply with the 2022 Act. But we're going to talk about this in more detail shortly.

Deciding whether your society needs to reregister

One of the first things that your society and its members need to decide is if your existing 1908 society is, in fact, going to reregister under the 2022 Act. If it chooses to do this, your members and the society need to prepare documentation that complies with the 2022 Act so that you can make a successful application to reregister.

So what should your society do?

First of all your members and the society need to consider the implications of reregistering and the consequences of not reregistering, and I'm just going to talk briefly about some of these now.

Most likely your society and its members will do this in the context of a general meeting following the existing rules for your 1908 society.

You'll also need to consider what changes need to be made to your existing 1908 Act set of rules, or whether your society wants to develop and submit a new constitution that complies with the 2022 Act.

There are some consequences, if a 1908 Act society does not reregister under the 2022 Act. At the moment we're in a reregistration transitional period for approximately 2 and a half years for your existing society to reregister under the new Act.

Now, if your society does not reregister by the 5th of April 2026, it will cease to exist, and the Registrar will remove it from the register.

What you may wish to consider, then, is, if your society decides that reregistration is not an option, the members may wish to consider winding it up now under its 1908 Act rules, and also under the 1908 Act provisions.

This means that either a liquidator may have to be appointed, or the society is wound up in accordance with its rules, and then an application is made to the registrar to have the society dissolved under the 1908 Act.

This will involve dealing with the society's surplus assets and any liabilities that it may have during the winding up process.

Some of the consequences of either winding up the society and having it dissolved, or of not reregistering, and the society ceasing to exist with the registrar removing it at the end of the reregistration period, is that the society will lose its body corporate status.

And further, the society may lose the limited protection that registration under the 1908 Act, provides to the society, so another society may apply to be registered under the 2022 Act, and utilises the name, or a very similar name to the name of your former society.

Because of the loss of body corporate status, any existing contracts that the society may have with third parties will likely be affected. So you'd need to consider that factor as well.

There are other factors that could arise, and if you're at all in doubt about what may happen. I'd recommend that you seek professional advice specific to your society.

Key processes for your society’s constitution

If your society decides to reregister under the 2022 Act it will need to adopt some new processes in its constitution.

So it can either update or amend its existing 1908 Act Constitution under the provisions of the 1908 Act or you can adopt a completely new constitution that complies with the 2022 Act.

You can look at whether you need to make small changes to incorporate what Section 26 of the Incorporated Societies Act 2022 provides, or possibly you could look at drafting a completely new constitution that complies with section 26 of the Act. I'd strongly advise you to look at the requirements of Section 26 on the legislation site, and also the information about constitutions that are contained in our law changes Hub on the Societies website.

What I'd like to do now is just briefly clarify the 2 types of ways that a society can handle its constitutional document during the reregistration process. I've already touched on it, but I just want to make it clearer to you, so that you understand the 2 different options that are available. So fundamentally, the reregistration or the transitional provisions of the 2022 Act are designed to make it easier for your society to reregister, and to give it some flexibility in terms of how a successful application to reregister a society is made. So it gives you the society 2 and a half years to go through this process. And also it sets out different procedures that the society can undertake specifically in relation to adopting a new constitution that complies with the 2022 Act and combines it with your application for reregistration. So I'm just going to talk briefly about this now.

If you were to look at Schedule 1 and the transitional provisions of the Act, you'll notice that there are two clauses in that, in that schedule, clauses 8 and 9.

Now, specifically, these clauses allow an existing 1908 Act society to amend its rules, to facilitate reregistration and that allows a society that is under the 1908 Act currently to amend its existing rules, which the 1908 Act refers to, rules, to make them comply with the 2022 Act. So you can provide that document with your application for reregistration.

Now clause 10 in the schedule says that an existing 1908 Act society may approve a new constitution to take effect on re registration. So this means that an existing 1908 Act society can develop a new constitution completely and then provide that with your application to reregister and that new constitution takes effect on reregistration.

So they are the 2 different types of processes that your society can follow to update its rules or develop a constitution to comply with the 2022 Act Section 26 requirements.

Now. I'm just going to talk generally about what the Constitution must contain, and it contains a lot of additional things that are different to what your 1908 Act society rules may contain.

So the first thing is that they must provide is the election or appointment of a contact person. You can have up to 3 contact people. You provide their names and contact details as part of the application to reregister. Now the name and contact details of this contact person or people are retained by the registrar. They are not made available to the public or put on the public register. They are held by the Registrar so that he can contact societies when necessary. So it's really just ensuring that there's somebody within your society that is available when the registrar may need to contact your society.

And the major change with the 2022 Act is the requirement that your Constitution have provisions for dispute resolution.

The Society is free to develop its own dispute resolution procedures, however, the Act provides for a model set of dispute resolution procedures that your society can adopt and integrate into its constitution.

That is set out in the schedule to the Act, the dispute resolution procedures.

Another fundamental change is this concept of consent. How people can consent to become members of society, so the Act infers that the consent should be an expressed consent, and ideally in writing, so you may wish to develop this or integrate the consent process into your society's membership application.

We don't need a copy of the members consent. That is to be maintained with the Society's membership records, and the Act also sets out the keeping by societies of a membership register, and the Act specifies that this must be maintained at all times by the society. So recording:

  • when people join
  • when people cease to be members
  • changes in members contact details, etc.

There's also the concept of officer consent. This is linked into the officer duties that the Act brings into force. But officers need to consent to become officers, and also, they need to certify that they're not disqualified from holding office as an officer. So, the Act sets out disqualification criteria, and an incoming officer must certify that they are not disqualified from being an officer.

These consents and the certifications should be kept with the Society's own records.

There's also new requirements around maintaining an interest register that needs to be kept up to date in terms of when officers may have interests in, or, interests in matters that the society is involved, and they need to disclose those to the committee.

Annual financial statements and returns

The Act sets out quite comprehensively new financial reporting standards and requirements, and also the requirement that societies provide the registrar with an annual return. And we've designed our website so that those documents can be provided at the same time by societies.

It's important to remember, though, that if your society is registered as a charity with charity services, the Act actually says that you don't need to file the financial statement and the annual return with our office. The documents, only need to be provided with charity services.

The other thing that the Act brings into effect is the rules around the disposal of surplus assets and so when you look at the requirements here, which are set out on our website, but also in the Act itself, is this requirement for societies to nominate in their constitution another not-for-profit  organisation that surplus assets might be can be left to, or need to be left to, or a class of, not-for-profit organisations that the surplus assets are left to.

As I said earlier the financial statements annual return. They can be filed together, but they must be filed all within 6 months of your society's balance date, which is the taken to be the end of the financial year.

And, as I said earlier these can be filed together online on our website.

Other important information

There's some other important things that your society needs to consider when making an application, and, in fact, information that your society needs to provide as part of the application process.

  1. So first of all, you need to confirm that the society has a minimum of 10 members. We don't need their names or address details. We just need you to certify that the Society has 10 or more members.
  2. You also need a committee that has a minimum of 3 people, and they will be officers of the society.
  3. The other thing to remember is this concept of contact person. And so that needs to be set out in the Constitution document in terms of how a contact person might be elected or appointed.

So these are some factors that you need to consider and think about when you're making a decision, or when your members are deciding on whether to reregister your 1908 Act Incorporated Society.

These things might be talked about in the context of your existing Society's general meeting, which obviously the rules of your society will set out how and when such a meeting can be held.

Reregistering your society

Now, the reregistration process is an online process.

  • To reregister your society, you're going to need to provide us with the proposed name of the society which most likely will be the existing name of your 1908 Act Society.
  • Your Society's amended rules, or new constitution or constitutional document needs to comply with the requirements of section 26 of the Act.
  • Remember to provide details of the contact person or persons, you can have up to 3. The details of the contact person or people will not be made available to the public.
  • We need to have the names and addresses of each officer, although the officer addresses will not be made available on the public register, they will be held internally by the Registrar. You'll need to confirm that those officers have consented to be officers and have also certified that they're not disqualified from being appointed or elected as officers.
  • You need to provide us with your society's registered office address
  • And also confirm that the society has a minimum of 10 members.

There's no fee to reregister under the 2022 Act although there is a registration fee for new societies that register under the 2022 Act.

Things to watch out for in terms of making an application and preparing your constitution.

I'm going to stress it again.

Please make sure that your constitution contains the requirements set out in section 26 of the 2022 Act and remember to make reference in that Constitution to the appointment or election of the contact person or people also remember to include, critically, dispute resolution procedures that your society can utilise on an ongoing basis under the new Act.

Another thing to remember is to refer to concepts that are contained in the 2022 Act. So, for instance, don't refer to pecuniary gain, because that's a concept that your existing 1908 Act society will have provisions in its rules to prevent and also the 1908 Act has sections around pecuniary gain. The 2022 Act talks about the concept of financial gain. So that's the term that you should be using in your constitution.

Another thing to remember is you don't need to apply. So if you've got an existing 1908 Act society you should not make an application to register a completely new 2022 Act society. The reregistration transitional provisions have been put in place to allow or facilitate your 1908 Act society to reregister under the 2022 Act. So it's not a case of your existing 1908 Act society making a new application to register as a 2022 Act society, you should use the reregistration process to reregister your existing society.

Make sure that the name of your society is consistently written in your application for reregistration, and also your constitution. So in particular, it could just be little things like if you refer in your constitution to the word incorporated in full, make sure that you use the full word 'incorporated' in your application. And alternatively, if you just use the abbreviation, 'inc' i-n-c in your constitution, make sure you use that in your application, because we will issue you with your certificate of reregistration or incorporation with the name that you specify in your documents, and so we want you to be consistent with the naming conventions for your society, so that we can issue the certificate in the correct full name.

Also make sure that you specify in the winding up provisions, the disposal of surplus assets, you need to either nominate a not-for-profit organisation or a class of not-for-profit organisations.

We've noticed recently that some applications the constitutions referred to giving the surplus assets back to the society, which is not permitted.

Once your society has been reregistered, we will issue a certificate of incorporation for your society that will include details of the reregistration date for your society.

There are a couple of grounds where the Registrar can refuse to register an application. So just make sure that you don't fall into this category. So, for instance, the registrar can refuse to register or reregister a society if its name does not comply with the requirements of Section 11 of the Incorporated Societies Act. So this is where a name might contravene legislation, or as identical, or almost identical, to the name of another society, or a body corporate, or the reserve name of a company, or is likely to mislead the public, or is offensive, or does not include the words 'incorporated' in full, or 'inc', or 'Manatōpū'.

The purposes cannot be unlawful. The purposes set out in your constitution cannot be unlawful, and also the purposes cannot be for the financial gain of members.

An application will be refused if the Constitution does not comply with the requirements of Section 26 of the Act.

I just want to also point out before we finish that, in addition to the resources, on the Law Changes Hub, we have a revised Constitution Builder which is designed and set up to include the requirements of Section 26 of the Incorporated Societies Act 2022, so that Constitution Builder is available through the Law Changes Hub on the site's website, and it's geared now for you to utilise to prepare a constitution that complies with section 26 of the Act.

So if you have any questions about the information in this webinar, feel free to email us at engage@societies.govt.nz

Now, also, if you are unsure about any of the processes that are required for reregistration it may be appropriate for you and your society to seek professional advice around what the 2022 Act requires, and also around the drafting of your constitution to ensure that it does comply with section 26, also around whether your society and its members want to reregister your society, and in terms of what the consequences of not reregistering may be, you may also wish to seek professional advice around those issues as well.

So this brings us now to the end of the webinar, and I'd like to thank you very much for watching it.

I'm now going to hand you over to Hayley, who's going to do our MBIE closing karakia.

David hands back over to Hayley.

Thank you, David. Here is MBIE's closing karakia

Ka hiki te tapu Kia wātea ai te ara

Kia turuki ai te ao mārama

Hui ē, Tāiki ē

Thank you all for joining us today.

New Zealand Companies Office

View transcript

Transcript

Duration: 13:47

Visuals

A title screen appears with the words “How to reregister your society on the Incorporated Societies Register website”. The screen includes the logos for the New Zealand Companies Office and the Ministry of Business, Innovation & Employment.

Audio

How to reregister your society on the Incorporated Societies Register website. If you’re an existing user and have previously used the Incorporated Societies Register on behalf of your society, your RealMe and account information will remain the same.

Visuals

A screen appears with the words “If you’re an existing user and have previously used the Incorporated Societies Register website on behalf of your society, your RealMe and account information will remain the same.”

Note: the audio reads the wording on the screen.

Audio

If you're an existing user and have previously used the Incorporated Societies Register on behalf of your society, your RealMe and account information will remain the same.

Visuals

A screen appears describing what’s required to reregister online (Note the audio reads the wording on the screen).

Audio

To use the Incorporated Societies Register website to reregister your society under the Incorporated Societies Act 2022 (2022 Act) you will need to:

  1. Log in with RealMe, using your username and password.
  2. Have an account with Business Registers.
  3. Have authority over the incorporated society you are acting for.

If you already have authority over your society, it's important to use your existing RealMe.

Visuals

A screen appears with the words ‘How to obtain authority’.

The screen changes to a page where a web address. You see the cursor moving as the address www.societies.govt.nz is entered. The home page of the Incorporated Societies website appears.

You see highlighted the words 'Help centre' and the cursor moving selecting, the 'Help centre' button, on the website header.

Audio

Step 1, visit societies.govt.nz. On the homepage, click on the Help Centre menu option. This will take you to the Help centre page.

Visuals

You are taken to the help centre page; a set of fields are displayed where keeping society details up to date is highlighted and the cursor is placed to select this.

Audio

Step 2, click the help topic Keeping society details up to date.

Visuals

The cursor moves to highlight and select confirming your authority to manage information.

Audio

Step 3, you will need to click on the Confirming your authority to manage information option and you will need to select one of the 4 available options to gain authority over your society.

Visuals

A title screen appears with the words “if you have authority, and you are ready to start reregistering” and lists what’s required to reregister (as per audio).

Audio

You will need to have:

  1. A copy of your society's approved constitution – compliant with the 2022 Act,
  2. contact name, physical address, email address and phone number of a contact person. You can have up to 3 contact people, and finally
  3. name and address of the society's officers. You'll need a minimum of 3 who have consented and certified in writing that they meet the criteria to be an officer.

Visuals

The cursor moves to the browser's address bar, and enters the address www.societies.govt.nz

Audio

Once you have this information, go to the Incorporated Societies Register website at societies.govt.nz.

Visuals

The Incorporated Societies home page appears. You see the cursor moving to and selecting the Login button.

Audio

On the homepage, click on the Login button.

Visuals

The Companies Office RealMe login page appears. You see the Username and Password fields being completed and the cursor moving to and selecting, the Login button.

Audio

In the Login with RealMe area on the left, enter your RealMe username and password. In the Login with RealMe area on the left, enter your RealMe username and password. This will take you to your dashboard. Under My Businesses, you will find the societies you hold authority for.

Visuals

A window pops up with a message and the audio reads the wording in this window.

Audio

If you have forgotten your RealMe details, select either the Forgot Username or Forgot Password option. If you need help to gain access to RealMe linked to your society, call the RealMe Helpdesk on 0508 633 564.

Visuals

Screen appears with the words 'Using your dashboard'.

Audio

Using your dashboard

Visuals

The screen changes to show the dashboard and fields available on the dashboard. The 'My Businesses' field is highlighted, then 'My Completed Tasks' and 'My Reminders' field. The cursor moves and selects an entity listed under 'My Businesses' field.

Audio

Once you've logged in, on your dashboard, you will see the following, listed under My Businesses you will see societies you hold authority for. My Incomplete Tasks, this contains any tasks you've saved but have not completed. My Completed Tasks, this lists all the tasks that you have completed, and My Reminders which is a list of reminders sent to you. Click on the name of the society you are wanting to reregister. You will be taken to the View Details page.

Visuals

The view details page appears on screen with the details of the entity selected. A number of fields are shown.

The cursor moves and selects the drop-down arrow on Maintain Incorporated Society field. The field expands and the cursor selects 'Reregister Under 2022 Act'.

Audio

On the right of the page under the Maintain Incorporated Society menu option, select the down arrow. In the drop-down menu, click on Reregister Under 2022 Act. You will be taken to a page where you complete your society's reregistration application.

Visuals

The Application to reregister as an Incorporated Society page appears, showing several fields that need to be completed under the general details part of the application.

A page with the words Adding General Details appears.

Audio

Adding general details.

Visuals

The general details part of the application appears and is scrolled through highlighting red asterisks along with a highlighted note, the audio reads out this note.

Audio

Throughout this application, you'll see red asterisks. This means these are mandatory fields. You may also note that there are question marks beside some fields. You can click on the question mark icons to read the help text.

Visuals

Focus returns to the first question and the cursor moves and selects the ‘Yes’ option beside the question ‘The number of members is more than 10 according to section 8 (1) of Incorporated Societies Act 2022. The cursor the moves to the Proposed constitution filed and the cursor moves and selects the upload button. The screen shows the documents folder, held on the on the computer. The cursor selects the document, and the screen goes back to the application and shows the uploaded document linked.

A note appears on screen which audio reads out.

  • The balance date field is highlighted, the cursor moves and selects the arrow, and selects the balance date month.
  • Signatory details field is highlighted, the cursor moves to designation field and selects the officer option.
  • The cursor moves and selects the certification field ‘ hereby certify that at the time of the application’.
  • The cursor moves and selects the Next Step – addresses button.

Audio

Under the General Details section, there are several things you will need to do.

  • Step 1, confirm that your society has 10 or more members by selecting the Yes option, then continue to the Proposed Constitution part.
  • Step 2, under Proposed Constitution, click the Upload button and upload a copy of your constitution. You must upload a constitution to continue with your application. Your society's constitution must comply with the 2022 Act and be approved by the society's members. Once you have uploaded the constitution, it will appear like this.
  • Step 3, you will now need to check your balance date. If the balance date populated is correct, continue to step four. If the balance date is incorrect, select the down arrow and select the correct balance date.
  • Step 4, there is an option to provide any documents that support your application. This is optional. Use the Upload button to upload any additional documents.
  • Step 5, enter signatory details. As the person making the application on behalf of the society, you will need to provide your name and select your designation from the drop-down list. The date will populate automatically.
  • Step 6, you will need to certify the application by ticking the box to the left confirming the 2 listed statements.
  • After you've done this, click on the Next Step: Addresses button.

Visuals

The 'Save and Exit' button is highlighted on the General details page, and a note appears. Audio reads out the note.

A 'Save application' dialogue box appears with an 'OK' button.

Audio

If you use the Save and Exit button at this point, you will then need to click on the Ok button and your application will be saved.

Should you close your browser without saving your application, it will not be saved, and you will need to start again.

Visuals

A page appears with the logo and words getting back to your saved application.

Audio

Getting back to your saved application. The following steps set out how to get back to your saved application, otherwise, continue to addresses.

Visuals

Screen is taken back to the Dashboard and highlights an application under the My Incomplete Tasks field. The cursor moves and selects this application.

Audio

Getting back to your saved application. The following steps set out how to get back to your saved application, otherwise, continue to addresses. To continue with your saved application, return to your dashboard. On your dashboard, Under My Incomplete Tasks, select your saved application. This will take you back to where you left off.

Visuals

A page appears with the words adding or updating addresses.

Audio

Adding or updating addresses. In this step, you will be able to update existing address details or add details of new addresses.

Visuals

The application to reregister as an Incorporated Society application, addresses page appears. The cursor moves and selects the add button and then moves to the done button. The cursor moves and select the add button, cursor moves and selects copy registered office button, cursor moves and selects done button. Note appears on screen and audio reads out the note. Edit button is highlighted.

Audio

On the Addresses page, addresses currently on record for the society, e.g., your registered office and communication address will populate automatically. If any of these details are not recorded or are incorrect, you will need to update them. To add these details, click on the Add button to the left of the page.

  • Step 2, check the address for your registered office. To add this address, click on the Add button under the heading, it must be a physical address, not a postal address.
  • Step 3, click on the Done button.
  • Step 4, check the addresses for communication. This isn't made public. We'll use it if we need to send letters to your society. Choose an address that is actively monitored by someone in your society. To update this address, click on the Add button under the heading Addresses for Communication.
  • Step 5, click on the Copy Registered Office button if the address is the same as the registered office address, or add a new address and click on the Done button. If you have made an error, you can either remove or edit the address using the Edit or Remove buttons on the right.
  • Once you've entered the correct details, save the addresses by clicking on the Done button.

Visuals

A page appears with the words Adding or updating contact persons details.

Audio

Adding or updating contact persons' details.

Visuals

The application to reregister as an Incorporated Society application, addresses page appears. A note appears on screen and audio reads out the note.

The screen scrolls down and highlights the contact person details fields. Note appears and audio reads out the note.

The cursor moves and selects the add a contact person button. Once add a contact person is selected another set of fields is displayed where you enter in the

  • name
  • address
  • phone numbers,
  • email address and
  • start date of the contact person.

The cursor scrolls down to the done button. The completed screen appears and displays a note and audio reads out the note.

The edit and remove contact persons buttons are highlighted. A note appears and audio reads the note.

Audio

Societies must have at least one contact person. Their details are only for the Registrar to use, they won't be made publicly available.

In this step, you will be able to update existing contact persons' details or add details of new contact persons.

Under Contact Person Details, you will need to provide details of at least 1 person and a maximum of 3. Click on the add a contact person button. This will take you to a form to complete, where you will need to provide the name and address of each contact person, as well as the email address, a phone number, which is optional and the start date. Once you've entered these details, click on the Done button.

Note, to edit or remove the contact person's details, click on either Edit Contact Person or Remove Contact Person buttons on the right.

If you receive an error message after clicking on the Next Step: Officers button, you've likely missed something, so scroll up the page to find what's missing.

Visuals

Highlighted on the screen is the add another contact person button.

Audio

To add another contact person, click on the Add Another Contact Person button at the top, repeating the same steps. Once you've added the details for all contact persons, click on the Next Step: Officers button.

Visuals

Cursor moves and selects Next Step officer button. Page changes and displays the words ‘Adding or updating officers’ details.

Audio

In this step, you will be able to update existing officers' details or add details of new officers of the society. You must have a minimum of 3 officers.

Visuals

Page displays officers’ details part of the application, with a note what the audio reads out. The Save & Exit button is highlighted.

Audio

If you use the Save & Exit button at this point, you will then need to click on the Ok button and your application will be saved. Should you close your browser without saving your application, it will not be saved, and you will need to start again.

Visuals

A note displays and audio reads this out, and highlights the cease button.

Audio

If the officer is no longer an officer, you will need to use the 'Cease' button at the bottom of the page. A society must still have at least 3 officers.

Visuals

The Officers page displays, with fields to be added or edited.

Audio

A society must still have at least 3 officers.

Step 1, if you need to update details of an existing officer, select the officer and click on the 'Edit Officer' button on the right.

Visuals

Edit button is highlighted and the cursor moves and selects the edit officer button, the page is displayed, and fields are available to edit. The member field is highlighted, and the cursor moves to and selects the ‘Yes’ option. Note appears which audio reads.

Audio

On this page, you will need to confirm if the officer is a member of this society by selecting the Yes or No option. The majority of your committee must be members of the society or representatives of a body corporate that is a member of the society.

Visuals

Note appears on screen and start date field is highlighted on officer details page.

Audio

The start date for the officers will be the date on which you submit the application for your society's reregistration.

Visuals

Cursor scrolls up the page to the officer type field and a note appears which audio reads out. A note "the term 'Registered Union Contact’ only applies to societies that are registered labour unions" appears.

Audio

The officer type pre-populates with the Society Officer option.

If you are a Registered Union, you can select the down arrow to the right of this question so that you can also add a Registered Union Contact, if required.

Visuals

Cursor scrolls up to type and selects the down arrow and selects Society officer.

Audio

If you are adding another officer, click on the Add another Officer on the left.

Visuals

Cursor moves up and selects add another officer.

Audio

If you as the applicant are an officer, you can click on the Add me as an Officer button at the top.

Visuals

Button is highlighted and cursor moves and selects the add me as an officer button. Cursor scrolls down page and fills in the fields. Cursor moves to the member field and selects the ‘Yes’ option.

Audio

If you as the applicant are an officer, you can click on the Add me as an Officer button at the top. You will need to confirm if an officer is a member of the society by selecting the Yes or No option, then review that all contact information is correct or update any incorrect information.

Visuals

Cursor scrolls down to the bottom of the page, the cursor highlights the certification field, the cursor moves and selects the I hereby certify field and then moves to the done button and selects this.

Audio

For each officer, you will need to confirm that they have certified that they are not disqualified and that they consent to being an officer.

By ticking the box at the bottom left, you are certifying the 2 statements, then click on the Done button.

Visuals

The officer details page is shown in full as well as the Next Step Review button at the button of the page.

Audio

You will need to repeat these steps for each officer. Once you've added all officers click on the Next Step: Review button at the bottom of the page.

Visuals

Cursor scrolls to top of page showing an error message and highlighting the section of the application where the error can be found, the cursor moves and selects the edit officer button, and moves to the highlighted member field and selects the ‘Yes’ option. The cursor moves and selects the certification filed and then moves to the done button.

Audio

If you receive an error message, after clicking on the Next Step: Review button, you've likely missed something, scroll up the page to find out what's missing. Click on the Edit Officer button on the right of the page. Update the required fields and click on the Done button under the date and certification fields.

Visuals

The page changes and the words 'Reviewing and submitting your application' display.

Audio

Reviewing and submitting your application.

Visuals

The display changes to show the review page, the cursor scrolls down the page displaying the full details previously entered. An edit button is highlighted under the officer’s section. A note appears and audio reads out, while cursor continues to scroll through. The cursor moves to and selects the apply button. A note appears which audio reads out.

Audio

On the Review page under the Application to reregister as an Incorporated Society heading, carefully review all the details you've provided.

If you need to edit any of the information prior to applying, click on the 'Edit' button to the right of the section you need to update. You will not be able to make changes to your application after you click on the Apply button.

If all the information is correct, click on the Apply button at the bottom right of the page. If you think you've made an error in the information you've provided, and you've clicked on the Apply button, you will need to call us on 0508 762 438.

Visuals

A title screen appears with the words “What happens once you’ve applied for reregistration?”. The screen includes the logos for the New Zealand Companies Office and the Ministry of Business, Innovation & Employment. Audio reads out words displayed on screen.

Audio

What happens once you've applied for reregistration?

Once our team have reviewed your application, we will email you a confirmation of your society's reregistration within 3 working days. The email will contain a copy of your society's certificate confirming its registration under the 2022 Act.

Visuals

The Incorporated societies home page appears, the cursor scrolls to the law changes for societies tile which is highlighted. A message displays which audio reads.

Audio

For more information, go to our Law Changes Hub on our website societies.govt.nz. If you have any questions about the law changes, you can email us at engage@societies.govt.nz.

Tools

To help you draft your constitution, we have a ‘do-it-yourself’ online tool for writing or revising your society’s constitution — the Constitution Builder.

You can use this tool to produce a draft document that contains most of the content required in a constitution. It should not, however, be considered a substitute for expert legal advice. You may choose to seek external advice. For example, there may be community legal services available to you.

Use our Constitution Builder tool

Templates

Officer's consent and certificate

We have created a template that your society can choose to use to collect an officer’s consent and certificate. If you use this template, you will also collect the information you’ll need to add each officer’s details to the register.

All help topics

Getting started on the register 7 guides

Searching the Incorporated Societies Register 2 guides

Find out how to search our registers for information about incorporated societies, and other entities

Starting an incorporated society 5 guides

To incorporate a society in New Zealand you must submit an application, along with the required documents, and pay a registration fee.

Reregistering under the 2022 Act 6 guides

Running your incorporated society 7 guides

Once you’ve registered, you’ll need to keep your details on the register up to date, and follow the rules that apply to incorporated societies and how they are run.

Meeting your annual filing requirements 3 guides

Once you've registered your incorporated society, you'll need to file annual financial statements. Societies registered under the Incorporated Societies Act 2022 must also complete an annual return.

Ending an incorporated society 2 guides

When an incorporated society reaches the end of its 'life', it must be wound up and removed from the register. Here we outline the ways this can be done – by dissolving the society (1908 Act), removing the society from the register (2022 Act) or placing it in liquidation.

Restoring an incorporated society to the register 2 guides

An application can be made to us to have an incorporated society restored to the register, by the society itself, or by a creditor. You'll need to provide evidence to support your application.

Forms and fees 3 guides

The forms you might need to update a society's details, along with the fees that apply and ways you can pay.

Managing your online account 7 guides