Entering into contracts

What's required of an incorporated society

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.

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. For example, a society might enter into a contract to lease a building to use as its clubroom or purchase a property or employ staff.

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

If your society is thinking about entering into a contract it should consider the following:

  • Is the purpose of the contract authorised under the society’s rules and its 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?

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).

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

If your society is thinking about entering into a contract it should consider the following.

  • Is the reason for the contract authorised under your society’s constitution and its purposes?
  • If as part of the contract the society will be borrowing money, will that loan be used for one of the society’s purposes?
  • Who is authorised to enter into the contract on behalf of the society?

The Incorporated Societies Act 2022 sets out specific requirements for societies entering into a contract.

Where an obligation is entered into by a person and is required to be by deed, it may be entered into on behalf of the society in writing signed under the name of the society by:

  • 2 or more officers of the society or
  • If required by the constitution, an officer or other person whose signature must be witnessed, or
  • 1 or more attorneys appointed by the society.

Where an obligation is entered into by a person and is required to be in writing, it may be entered into on behalf of the society in writing by a person acting under the society’s express or implied authority.

Where an obligation is entered into by a person and is not required to be in writing, it may be entered into on behalf of the society in writing or orally by a person acting under the society’s express or implied authority.

If a society has a common seal, it may affix it to the contract or document containing the enforceable obligation.

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.