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. 

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. Check out our only one year to go article for more detail about the re-registration process.

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 deadline looms, societies which have left this process to the last minute will find they can only make the bare minimum changes to their constitution and must hold urgent special general meetings to approve those changes. 

What happens if your incorporated society doesn’t re-register in time?

Any society that does not complete the re-registration process by the deadline will be removed from the Register of Incorporated Societies (“Register”). Once removed, the society ceases to exist as a legal entity.

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

The Registrar of Incorporated Societies has advised that removed societies will be able to apply for restoration to the Register, with a compliant constitution. Detailed guidance has yet to be released, but we anticipate that this will require some work on the part of the former members and may take several months to achieve. This is a key aspect with which former society groups will need legal support.

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 and we are preparing for to support societies removed from the register on 5 April 2026.  

Our blog has several useful articles to help your society understand what’s involved in re-registering and operating under the new Act.

To support your society through this process (before 5 April and beyond) we can:

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

  • Provide advice and guidance to help your society transition to and begin operating under the new Act;

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

  • Provide advice and guidance for new societies incorporating under the new Act; and

  • Create a bespoke constitution for your incorporated society, bringing together your existing governing document and the requirements of the new Act.

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

Let’s work together