“Common Seals” are Facing Extinction! Threats Include the Incorporated Societies Act 2022

In 2026, talk about common seals likely invokes thoughts of marine mammals that are found lounging on Aotearoa’s rugged coastlines.  

But did you know that common seals in relation to incorporated societies in New Zealand have a much different significance – a significance that is about to completely change? 

What is a common seal and why does it matter? 
Common seals have had special legal significance since ancient civilisations and have historically been used for authentication in place of or alongside signatures. These days, they typically come in the form of a stamp. 

In New Zealand, common seals have historically functioned as an Incorporated Society’s official method of authorisation. Under the 1908 Incorporated Societies Act, a common seal was required when signing contracts, leases, and other binding documents. It acted as evidence that the document was duly authorised by the society rather than an individual acting on their own. 

What changes under the 2022 Act? 
After a society re-registers under the Incorporated Societies Act 2022 (“the 2022 Act”), they will no longer be required to have a common seal, nor will they need to use one when entering into legal agreements.  

A society can, however, choose to continue using it. This means that going forward, any society still using a common seal is doing so purely out of preference. 

How can societies now execute documents? 
The 2022 Act brings societies in line with companies, giving the ability to execute documents through authorised signatories rather than relying on a seal.  

In embracing this change, an updated Constitution under the 2022 Act will typically: 

• specify who may sign documents on behalf of the society; and 

• outline any internal approval processes required before entering binding agreements. 

This update gives incorporated societies much more flexibility and removes an antiquated requirement which no longer lines up with today’s norms.  

Can a society keep their seal if they want to? 
The 2022 Act gives the choice for an incorporated society to keep their seal, but this requirement is entirely optional. 

A society may choose to retain it for symbolic or ceremonial purposes. The seal will not carry any legal weight unless the new constitution chooses to give it significance under a common seal clause which sets out what documents require it and how it can be used.  

What do societies need to do? 
All incorporated societies are required to re-register under the 2022 Act by 5 April 2026, otherwise they will cease to exist. Re-registering with a new constitution will also streamline and modernise the way in which an incorporated society can operate – including in relation to the removal of the requirement of a common seal. 

The team at MoranLaw are experts in advising incorporated societies. Get in touch and we can help ensure you don’t miss the 5 April deadline to re-register your society, so that the only seals you’ll need to be concerned with are the ones sunbathing on our beaches.