Before you set up a society

On this page:

• Choosing a structure for your group
• If you decide to set up a society
• Choosing a society name
• Establishing your society’s operational processes
• Deciding your society’s balance date
• Drafting your society’s constitution
• Meeting with your members to finalise your incorporation application

Choosing a structure for your group

There are several legal structures for not-for-profit groups in New Zealand. Setting up as an incorporated society is one option, but there are others. If you’re unsure which to choose, you may also seek advice from an accountant or lawyer before you decide.

If you decide to set up a society

When you set up an incorporated society, you’re creating a separate legal entity. An incorporated society can do many of the same things as an individual — hold property in its own name, enter into contracts, sue, and be sued.

All societies incorporated in New Zealand have the same basic elements:

• a society name
• at least 10 members
• a governing body (a committee with at least 3 officers)
• a constitution
• contact addresses.

Choosing a society name

Before you set up a society, you need to choose a name and check that you can use the name you’ve chosen. There are firm guidelines to follow when choosing a society name. Once you've incorporated a society and the name has been approved by us, no other society can incorporate with an identical or almost identical name.

Your society’s proposed name needs to be unique. The name you choose:

• can include macrons
• must end with one or more of the following words — ‘Manatōpū’, ‘Incorporated’ or ‘Inc’.
• must be included in your constitution
• cannot be identical or almost identical to the name of another incorporated society or entity (for example, a charitable trust board or a company), unless that organisation gives its written consent. Note, you will need to give us with a copy of that consent when you apply for incorporation.
• cannot contain certain words which are prohibited by other pieces of legislation (for example, ANZAC, Royal).
• cannot be likely to mislead the society’s members or the public about the society’s nature or identity.

Tools to help you check the name is available

You can check that the name you’ve chosen is already being used by another society or entity by using the search options provided on our websites.

Establishing your society’s operational processes

Your society will need to have operational processes that comply with the 2022 Act.

For example, your society must have processes —

• to manage internal disputes in a way that’s consistent with natural justice.
• that ensure new members give their consent to being a member.
• for recording all the details required in your register of members.
• for getting and storing the written consent for each new officer to act as an officer.
  This consent should also include certification that they’re not disqualified from being an officer.
• for disclosing and recording any conflicts of interest
  (your committee will need to create an ‘Interests Register’ for this purpose)
• for preparing your financial statements to the appropriate standards
  (you may need to capture individual transactions in a way that’s easy to create the required financial statements).

Deciding your society’s balance date

The end of the financial year (balance date) plays an important role in determining other deadlines for your society. In particular, within 6 months of the balance date your society must —

• prepare its annual financial statements,
• hold its Annual General Meeting (AGM),
• present its financial statements at that AGM, and
• file an annual return with us, along with its annual financial statements.

Drafting your society’s constitution

To incorporate your society must have a constitution. Your constitution is a document that details how your society will operate.

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.

Tools to help

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.

Consider seeking external advice if you need further assistance

Before finalising your society’s proposed constitution, you’ll need to discuss the draft with your members. You may also choose to seek external advice. For example, there may be community legal services available to you.

Meeting with your members to finalise your incorporation application

When you apply for incorporation, you will need to provide certain information about your proposed society along with a copy of your society’s constitution.

To finalise this information, you will need to hold a general meeting. At this meeting, your members must—

• agree to incorporate under the 2022 Act.
• approve the constitution.
• agree on the operational processes you’ve established.
• decide who the officers will be (your society’s committee plus any other officers it may need).
• decide who the contact person will be — there must be at least 1 and no more than 3. Your society’s constitution must specify how each contact person is appointed or elected.
  

Next steps

Once you’ve completed all of the steps we’ve described above, you should be ready to apply for incorporation.

Related articles

• Your responsibilities From Running your incorporated society
• Things to do before you apply From Starting an incorporated society

Other guides in

Starting an incorporated society

• Things to do before you apply
• Using our Constitution Builder to draft or revise a society’s constitution
• Applying to incorporate a society
• Your responsibilities as an incorporated society

Other help topics