Incorporated Societies Act 2022 – Frequently Asked Questions – Updated after the 5 April 2026 deadline

The idea of establishing an incorporated society can be daunting - we have prepared a series of frequently asked questions to help you understand what the new Act means for your society.

What is the Incorporated Societies Act 2022?
The Incorporated Societies Act 2022 is new legislation which replaces the previous Incorporated Societies Act 1908 and is intended to modernise the law applying to incorporated societies. While the new Act retains the underlying principles of the existing law, it also fills gaps where there is no case law, for example in relation to conflicts of interest. It came into effect on 5 October 2023.

Does the old Incorporated Societies Act 1908 not apply anymore?
After 5 April 2026, only the Incorporated Societies Act 2022 applies to incorporated societies in New Zealand (regardless of whether they were set up under the new Act or the 1908 Act).

I heard societies needed to re-register by a deadline – what was that about?
Between 5 October 2023 and 5 April 2026, existing incorporated societies needed to re-register under the new Act. Those that didn’t meet the re-registration deadline have been removed from the Register of Incorporated Societies and ceased to exist as legal entities.

A removed society becomes a group of individuals who are personally liable for the society’s commitments before it ceased to exist (e.g. debts, liabilities, staff).

Ceasing to exist is especially problematic for incorporated societies with contractual obligations like loans, assets, property, and employees.

What can a removed society do?
If a removed society wants to keep operating but failed to meet the re-registration deadline, they can apply for restoration.

Applications for restoration must be made by 6 April 2032 i.e. within six (6) years of the deadline.There are specific grounds to apply for restoration and requirements for the information and documentation which must be provided to the Registrar. There is also a fee payable to the Registrar of Incorporated Societies (Companies Office).

What should a compliant constitution include?
The new Act sets out mandatory provisions that must be in every constitution:

• a requirement that a member must consent to becoming a member (applicable to new members from the date of re-registration only);
• providing for the appointment or election of a contact person;
• dispute resolution procedures that are consistent with the principles of natural justice;
• requirements relating to the roles, functions, powers, and procedures of the governing body;
• procedures for dealing with officers’ conflicts of interest; and
• requirements relating to the register of members including what information it must contain.

We have prepared a checklist to help your society ensure the mandatory provisions are included when drafting a constitution.

Can we use a template constitution?
You may find templates available, which may be suitable for some organisations. However because each society is so different, for many it will be worthwhile preparing an updated constitution that is tailored to suit the organisation’s specific needs. Following a template runs the risk of implementing unsuitable or unnecessary rules, which could lead to extra costs and even potential disputes down the line.

When does a new constitution take effect?
A society’s new constitution will not take effect until it has been accepted by the Registrar of Incorporated Societies.

During the delay between the constitution being approved at a general meeting and accepted by the Registrar, the society must continue to operate under its old rules.

Will my society have ongoing obligations under the new Act?
Annual returns: Incorporated societies that are not registered charities must file annual returns to the Registrar of Incorporated Societies. The information required in the annual return has been set by regulation and includes the New Zealand Business Number and registration number of the society, the physical address of the registered office, and the name and contact details of at least one contact person.

• Financial statements: Incorporated societies must prepare financial statements that comply with certain financial reporting standards depending on the society’s size. An audit is required if the society is not a charitable entity, and its total operating payments are $3 million or more in each of the two preceding accounting periods.
• Register of members: Incorporated societies must maintain a register of members including names, contact information, and the date on which they became a member for all current members, and the name of all those who have ceased to be members of the society within the last seven years and the date on which their membership ceased.

Incorporated societies which are also registered charities are already required to file an annual return with Charities Services under the Charities Act 2005.

Can an incorporated society change its name?
Yes, - although incorporated societies must have a name that ends with the word “Incorporated”, “Inc”, or “Manatōpu”.

Does my society still need a common seal?
A common seal is no longer required under the new Act. Your society can choose to still have a common seal, in which case the constitution must have a common seal clause setting how and when the common seal is to be used.

How many members does my society need to have?
Under the new Act an incorporated society must have at least 10 members. This is less than the 15 members that was previously required under the 1908 Act.

What is a contact person?
Under the new Act all incorporated societies must have at least one, and up to three, contact person(s) who will be the Registrar’s point of contact with the society. The contact person must be 18 years of age or older, and ordinarily resident in New Zealand.

What does the new Act say about members having to consent to becoming members?
The new Act requires all new members consent to being members of the incorporated society (and for existing societies this applies from the date they re-registered under the new Act).

The new Act does not specify whether consent must be express or can be implied, except in the case of members which are body corporates in which case the consent must be in writing and provided by an authorised representative.

For some societies, this consent requirement may pose a challenge, for example if membership is currently automatic by virtue of something else (e.g. paying a commodity levy) or if some members are minors and it may not be possible to obtain consent from them. As part of reviewing and updating the constitution, some societies may need to modify their processes to ensure that member consent can be obtained.

What does the register of members need to contain?
The register of members must contain:

• each member’s name;
• each member’s last known contact details;
• the date on which each member became a member; and
• for every person who ceased to be a member within the last seven years, that former member’s name and the date on which they ceased to be a member.

Is being an incorporated society the right structure for my organisation?
It may be timely for your society to consider whether remaining an incorporated society is the right thing to do. We can provide specialist advice and guidance to your society to understand the other structural options available and whether they might be a better fit. We can also help you navigate the change process if your society decides to move to an alternative legal structure.

Does my society have a board or a committee – and what’s the difference?
The new Act defines a “committee”, meaning the three or more officers who are qualified to be elected or appointed in accordance with the Act and who are responsible for managing the society. Every incorporated society must have a committee.

The term “board” is often used interchangeably to refer to a society’s governing body, i.e. its committee.

“Board” can also refer to an existing society that has incorporated as a board under the Charitable Trusts Act 1957. We have prepared more information for societies incorporated as boards, to help them understand the implications of the new Act for them.

The team at MoranLaw can provide advice and guidance to help your society navigate the requirements of the new Act. Get in touch to find out more.