In short. In 2022, after extensive consultation, the government passed new legislation for incorporated societies. This act is called the Incorporated Societies Act 2022.
The re-registration window has now closed. Existing societies had until the 5th of April 2026 to apply to re-register under the Incorporated Societies Act 2022, and no extension was granted. The Companies Office reports that more than ninety percent — about nineteen thousand four hundred and twenty-eight (19,428) societies — re-registered in time, while roughly one thousand eight hundred (1,800) that did not were removed from the register and have ceased to exist as incorporated entities. A society removed for failing to re-register may apply to be restored to the register up until the 6th of April 2032. The historical account of the re-registration process below is retained for reference; if your society missed the deadline, contact us about restoration.
In 2022, after extensive consultation, the government passed new legislation for incorporated societies. This act is called the Incorporated Societies Act 2022.
Prior to the new legislation, the Incorporated Societies Act 1908, the relevent case law, common law, natural justice, and administative law were the way in which incorporated societies should have formed the basis of their constitutions.
The new regime has been designed with three (3) key factors in mind:
The Incorporated Societies Act 2022 is accordingly intended to provide sufficient detail to enable members to confidently take many of the basic steps in the incorporation and administration of a society, without needing to engage external advisors. However, beyond the basic steps, there is a steep incline in knowledge required to ensure that a incorporated society is compliant with all of the fundamental lawful obligations provided by the law.
It is incredibly dangerous for officers of an executive committee and members of an incorporated society to rely on the assumption that most officers of an incorporated society understand their fundamental lawful obligations without first establishing what these are and taking actions to comply with them.
Whilst people who are elected to an executive committee of and incorporated society are placed there at the will of the membership, that does not necessarily mean that those executive committee officers will have all of the knowledge, skills or training to undertake the vast array of decisions that enable the incorporated society to be compliant with those fundamental lawful obligations.
Put simply, it's not what you know, it's what you know for sure that just isn't so that leads to trouble every time.
Yes - Incorporated Societies has fundamental lawful obligations that extends from all legislation, however, it is useful for members and the executive committee to consider the following pieces of legislation and legal principles in the first instance:
Beginning with:
An incorporated society is typically a membership-based non-profit organisation that is currently registered under the Incorporated Societies Act 1908.
By registering under the Incorporated Societies Act 1908, the society becomes an incorporated body with a legal identity of its own, separate from the identity of its members. This creates a legal person with no body to incarcerate and no soul to save (refer Baron Edward Thurlow)
An incorporated society continues to exist as a legal entity or legal personhood (sometimes refered to as “perpetual succession”) even though the membership may change.
An incorporated society’s members are not personally responsible for debts and other obligations that the society takes on.
An incorporated society can use all of its funds for the purpose of the society. (The purpose is typically set out in the purpose section of the incorporated societies constitution). Unlike a company, it does not need to pursue a profit.
Incorporated societies are democratic in nature and members typically have a say on the things the society can and can't do. The exception to the aforementioned is that the incorporated society and its officers must perform their fundamental lawful obligations pursuant to law and regulations. Officer training is essential to navigate these matters properly. Working For Workers provides this.
An incorporated society’s management committee is in charge of the administration, management and control of the society. This is commonly refered to as an Executive Committee.
The Incorporated Societies Act 1908 (the “Incorporated Societies Act 1908”) previously set out the rules an incorporated society needed to follow, but under the new legislation introduced in 2022 (the “Incorporated Societies Act 2022”) all incorporated societies have to apply to re-register with the Registrar of Incorporated Societies (the Registrar) by April 2026 if they want to continue to exist.
An existing society that did not apply to re-register by the 5th of April 2026 stopped being an incorporated society (“cease to exist”).
Applications for re-registration opened in October of 2023.
Information about the application process are set out in the regulations.
The Incorporated Societies Act 2022 creates changes to the registration process, and creates different requirements for incorporated societies.
If a society is an existing incorporated society then until that society re-registers under the Incorporated Societies Act 2022, the aforementioned society continues to operate under the old rules from the Incorporated Societies Act 1908 until it has re-registered.
If a group of people are an unincorporated group looking to be incorporated, that group will then have to re-register under the Incorporated Societies Act 2022.
If you are a charitable trust already registered under the Charitable Trusts Act 1957, you have the option of:
If it’s a new registration, you’ll have to apply under the rules of the Incorporated Societies Act 2022. No new charitable trusts can register under the old legislation.
The Incorporated Societies Act 2022 (the “Incorporated Societies Act 2022”) recently received Royal Assent, resulting in significant changes for the twenty four thousand (24,000) Incorporated Societies in Aotearoa New Zealand.
The Incorporated Societies Act 2022 replaces the Incorporated Societies Act 1908 (the “Incorporated Societies Act 1908”), which has been long overdue for an upgrade.
All incorporated societies will be required to reregister under the Incorporated Societies Act 2022, so it is a chance to revisit all aspects of these organisations. Section 26 of the Incorporated Societies Act 2022 sets out what a society’s constitution must contain. This is important as the society’s constitution must comply with the Incorporated Societies Act 2022 in order to reregister.
The key requirements for your society’s updated constitution are prescribed by section 26 of the Incorporated Societies Act 2022.
In addition, there is also a new Incorporated Societies Regulations 2023. This regulation is complementary to the Incorporated Societies Act 2022 and provides how one registers or applies once they have completed the fundamental lawful obligations required to create a constitution.
Legislation cited is linked to the current consolidated text on the New Zealand Parliamentary Counsel Office website at legislation.govt.nz. Statutory references are to the Incorporated Societies Act 2022 and the Incorporated Societies Regulations 2023 as in force at the date of this article. This article is general information about the law and is not legal advice; for advice on a particular society, contact Working for Workers.
Whether you are re-drafting a constitution, sorting out governance or membership, running a meeting, resolving a dispute, managing a conflict of interest, winding up, or restoring a removed society, Working for Workers can help you get it right under the Incorporated Societies Act 2022.
Working for Workers supports people and organisations across four areas of practice:
Fairness in Law · ACC Law · Employment Law · Incorporated Societies Evaluation
Wherever your society is at, get in touch and we will help you work out where you stand.