Entering into contracts

What's required of an incorporated society

An incorporated society has a legal identity separate to that of its members, and can enter into a contract as if it were an individual.

The Incorporated Societies Act 1908 sets out specific requirements for a society entering into a contract:

  • If the contract is the type of agreement that, when between individuals, would be in the form of a deed, then the society must have a written contract, executed ‘under seal’ (using the society’s ‘common seal’). An example of this type of contract would be an agreement to buy or sell land.
  • If the contract is the type of agreement that, when between individuals, would be in writing, then the society will need a written contract signed by a person authorised by the society to do so (usually an officer). An example of this type of contract would be a loan.
  • If the contract is the type of agreement that, when between individuals, would not be in writing, then the society does not need a written contract, (so long as it is entered into by a person authorised by the society to do so, usually an officer).

Societies entering into a contract should consider the following:

  • Is the purpose of the contract authorised under the society’s rules and ‘objects’?
  • If money is being borrowed, do the society’s rules allow it, and will it be used for a purpose covered by the ‘objects’ of the society?
  • Who is authorised to enter into the contract on behalf of the society?

All help topics

Getting started on the register 6 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 business entities

Starting an incorporated society 3 guides

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

Running your incorporated society 6 guides

Once you've registered your incorporated society, you'll need to maintain it by keeping your details up to date, filing annual financial statements, and meeting your other legal obligations.

Keeping society details up to date 5 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. There are two ways this can be done – by dissolving the society, or having it liquidated.

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

Forms you'll need to register your incorporated society and keep it up to date, along with a schedule of fees payable.

Managing your online account 6 guides