Rules and constitutions

Documenting how your society will operate

New legislation for incorporated societies

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

If your society —

  • registered for the first time on or after 5 October 2023, the Incorporated Societies Act 2022 (2022 Act) applies.
  • registered before 5 October 2023 and has reregistered since then, the 2022 Act applies.
  • registered before 5 October 2023 and has not yet reregistered, the Incorporated Societies Act 1908 (1908 Act) applies.

Every incorporated society must have a set of rules — under the Incorporated Societies Act 2022 (2022 Act) the rules document is called a constitution. This is an important legal document that sets out your society’s purposes, what it does and how it operates. This provides certainty and consistency in the way your society is run and how disputes are handled.

Your society can only carry out lawful activities that align with the purposes outlined in its constitution. Your officers, committee and members should always refer to this document for guidance on running your society, particularly before making any decisions.

The Incorporated Societies Register holds the current rules and constitutions

When your society registers for the first time it must provide us with a copy of its rules or constitution. Any time your society changes its rules or constitution it must provide us with details of the changes, and the changes only take effect once they’ve been registered with us.

These documents are published on the Incorporated Societies Register and are freely available to anyone searching the register.

How to search for a society

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What must be included in your rules or constitution

The Incorporated Societies Act 2022 and its regulations specify what must be covered in your constitution. It has different, and more detailed, minimum requirements than your rules under the old Act (the 1908 Act).

You may also need to take other legislation into account. For instance, if you’re also intending to register as a charity you will 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.

See also

Starting a new charity Charities Services website

Use the right wording in your not-for-profit rules or constitution Inland Revenue website

This information only applies to societies registered under the 1908 Act
This information only applies to societies registered under the 1908 Act

The Incorporated Societies Act 1908 sets out what must be covered in your constitution or set of rules including —

  • the society’s 'objects' (its purpose)
  • its membership
  • how meetings are held
  • the appointment of officers
  • use of the society’s ‘common seal’
  • how the rules can be altered
  • the control of funds and property, and
  • how to wind up a society.

This information only applies to societies registered under the 2022 Act
This information only applies to societies registered under the 2022 Act

What must be included in your society’s constitution

The 2022 Act specifies what you must include in your society’s constitution. Here are some examples of the provisions that must be covered:

  • why your society exists – what its purpose is
  • how someone becomes a member and the conditions of membership
  • the makeup of your society’s committee and its roles, functions, powers, and procedures
  • how your society will hold general meetings, make decisions, and elect or appoint officers
  • the procedures for resolving disputes.

Refer to section 26 of the 2022 Act to see full details of what must be included in your constitution

Tools to help with drafting

Constitution Builder

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 should consult a professional before finalising your constitution.

Look at constitutions of other societies

You may find it useful to look at the constitutions of other societies, particularly those with a similar purpose to your own that are registered under the 2022 Act.

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The section below applies to all societies

The information below applies to all societies, no matter which Act they're currently registered under.

Documented procedures for resolving disputes

Your society should have procedures in place to handle any internal disputes. If your society is registered under the 2022 Act this is mandatory and it must have these procedures documented in its constitution. The Registrar cannot intervene in internal disputes. You should always try to resolve these within your society, following your documented procedures.

Dispute resolution procedures under the 2022 Act

Updating your society’s rules or constitution

If you want to change the way your society operates, you can update your rules document (constitution). Your society’s existing rules document must set out how to make changes, so follow these processes to update or replace your rules or constitution. Any change you make will only take effect once it’s been registered on the Incorporated Societies Register.

Changing your society’s rules or constitution

All help topics

Getting started on the register 7 guides

Find out about incorporated societies and the Incorporated Societies Register, and what's needed to register and maintain an incorporated society in New Zealand.

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

To remain on the register, existing societies will need to reregister under the Incorporated Societies Act 2022 before April 2026

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.

Keeping society details up to date 8 guides

Once you've registered your incorporated society, you'll need to file annual financial statements and update other society details when they change.

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

To update society details on the Register of Incorporated Societies you need a Companies Office online services account. It's free to set up, but fees apply for some transactions.