Incorporated Societies

Incorporated Societies

Many not-for-profit groups and organisations in New Zealand operate as incorporated societies. The benefits of that formal structure include a separate legal identity which leads to better credibility and accountability, access to a wider range of funding, donations, contracts, and loans, and protection for members from personal liability for the society’s debts and operations. An incorporated society can also apply for charitable status. 

New Incorporated Societies Act 2022 – compulsory re-registration

New legislation - the Incorporated Societies Act 2022 - came into force on 5 October 2023, modernising the rules for incorporated societies. 

All incorporated societies in New Zealand have until 5 April 2026 to re-register under the new Act or they will cease to exist as incorporated societies.

Until then, the old Incorporated Societies Act 1908 continues to apply.  

Changes introduced by the new Act

The new Act introduces significant changes, aimed at creating more robust governance functions for incorporated societies.  This includes specifying various elements that must be in a society's governing document, including dispute resolution procedures, details of how a person becomes and consents to becoming a member, providing for a register of members which includes specific information, appointing a contact person, and procedures for dealing with officers’ conflicts of interest.

What does re-registration involve?

To re-register under the new Act, incorporated societies must review their existing governing document (usually called the society’s “Rules” or “Constitution”) and make sure that it complies with the requirements of the new Act.  

Most societies will need to make some changes to their governing documents to meet the new requirements.

The changes must be approved by members at a general meeting and then an application for re-registration made to the Registrar of Incorporated Societies.

As the April 2026 deadline gets closer, societies should get the process underway as a priority.  Updating your governing document, submitting it for approval by your members, and then applying for re-registration usually takes at least six months and for large or complex societies can take even longer. 

How can we help your incorporated society? 

The team at MoranLaw has considerable experience helping incorporated societies of all shapes and sizes navigate the re-registration process.

Once your society is ready to get underway, we can:

• Create a bespoke constitution for your incorporated society, bringing together your existing governing document and the requirements of the new Act; or
• Review and provide feedback on a draft Constitution you have prepared for your society.

We can also provide advice and guidance to help your society transition to the new Act.