With the recent introduction of the Incorporated Societies Act 2022, all of all of Aotearoa New Zealand’s approximately 24,000 incorporated societies must now take proactive steps to comply with the new legislation’s requirements and re-register by the deadline of 5th April 2026, or alternatively cease to exist. This new Act only applies to societies registered or re-registered under it. What this means, is that the new Act does not apply to a society if your society is currently incorporated under the previous 1908 Act. It is therefore essential to understand what this change in legislation will mean for your society, and what steps you must take to ensure your society remains compliant and can continue to operate legally. In order to re-register, a compliant constitution must be submitted to the Registrar by the incorporated society. It is likely that some societies may need to adopt some new processes and amend or redraft their constitutions to conform with the new legislative requirements. The new legislation places greater emphasis on governance standards, accountability requirements alongside the prioritisation of transparency. Some of the main requirements that your society must include in its constitution are; Society name Your society’s name must end with ‘incorporated’, ‘Inc’ or the te reo Māori term ‘Manatōpū’. Purpose of the Society The lawful purpose(s) of the society must be stated. Further in no circumstances should any financial gain be obtained by a societies members or officers. Membership Rules You must outline how a person becomes a member, including the requirement for each member to consent to being a member. It must also provide for how membership may end. Membership Register A current register of members must be maintained, including contact information and membership detail dates. Formers members details must also be retained for seven years after the member ceases to be a member. Governance and Committee Structures your society must have a committee with a minimum of three officers, the majority of whom should be members of the society. Officers must be natural persons, provide written consent and must not be disqualified from acting as an officer in line with section 47 of the Act. The Chairperson appointment process, voting procedures and quorum must also be provided for. Contact Persons Your society must also appoint one but no more than three contact persons who are eighteen years or older and who live in New Zealand. The appointment process for this must also be outlined in the constitution. Financial Management The constitution must also explain how the finances of the society are controlled and managed, including internal controls and oversight procedures. Amending the Constitution Changes to the constitution must be made in writing, approved by the prescribed majority of members and compliant with the Act and constitution of the society. Dispute Resolution The constitution must also outline procedures for resolving and handling disputes and complaints. If none are specified, the default rules in the Act will apply. These can be found in Schedule 1 of Clause 6. General Meetings (Annual General Meetings and Special General Meetings) General rules and procedures of meetings need to also be contained in the constitution. Examples of this are how often Annual General Meetings are to be held, required documents such as annual reports, financial statements and conflict on interest disclosures. Notice periods, minutes and required quorums. Whether or not there is to be a process for written resolutions. Surplus Asset Distribution It must be stated which not-for-profit entities will receive the societies assets if it is to wind up. Powers of the Society Your societies constitution may opt to restrict the otherwise default broad powers provided for in the Act. It is worth noting that the constitution cannot expand these powers beyond the scope of the Act. If your society hasn’t yet made the necessary changes, now is the time to act. At Pier Law we don’t just provide legal advice; we partner with you. Our approach is collaborative, practical, and designed to ease the burden on your society. We simplify the process, explain your options, and help you make informed decisions that protect your society’s future. Don’t leave it too late, the re-registering deadline of the 5th April 2026, is fast approaching. Let Pier Law be your trusted advisor in this critical phase. Contact us today to ensure your incorporated society remains compliant and future ready. This article is not a substitute for legal advice, and it is recommend you consult your lawyer to discuss your specific situation.
