Rules and constitutions
Documenting how your society will operate
New legislation for incorporated societies
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.
Search for societiesWhat 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
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
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.
Other guides in
Running your incorporated society
- Your responsibilities as an incorporated society
- Holding meetings
- Restrictions on money-making activities
- Entering into contracts
- Records you should keep
- Using our Constitution Builder to draft or revise a society’s constitution
