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

Changes introduced by the new Act

The new Act introduced 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 happens if your incorporated society didn't re-register in time?

Any society that did not complete the re-registration process by the deadline will have been removed from the Register of Incorporated Societies (“Register”). The society now ceases to exist as a legal entity.

The former society has become a group of individuals with personal liability for the former society’s commitments (e.g. debts, liabilities, staff). Ceasing to exist is especially problematic for incorporated societies with contractual obligations like loans, assets, property, and employees.

Removed societies are able to apply for restoration to the Register, with a compliant constitution. This will likely require legal support because the former society no longer exists.

How can we help your incorporated society? 

The team at MoranLaw has considerable experience helping incorporated societies of all shapes and sizes navigate the new Act. We can:

• Support removed societies with applying for restoration after 5 April 2026; 

• Review and provide feedback on a draft constitution you have prepared for your society or create a bespoke constitution for your society;

• Provide advice and guidance to help your society operate under the new Act; and

• Provide advice and guidance for new societies wanting to incorporate under the new Act.

Our blog has useful articles to help your incorporated society.

Get in touch with Louisa to discuss how we can support you.