Brief Introduction
Kia ora, I’m Angela and my role is Project Lead – Incorporated Societies for Deaf Aotearoa.
You may remember that the Deaf community raised issues with the new Incorporated Societies Act and lack of accessible information at Deaf Aotearoa AGM in December 2023. So Deaf Aotearoa looked for ways to achieve the goal of workshops for the Deaf community. Deaf Aotearoa successfully applied for a community grant with NZSL Board funding. This project can start rolling now.
I would like to thank Whaikaha and NZSL Board for their funding, making this project possible.
My role is to engage with the Deaf clubs and Deaf sports organisations and educate you all on the new law changes under Incorporated Societies Act 2022. Deaf Societies and Deaf sports organisations need to re-register before April 2026.
I can show you how to update your constitution and re-register under the new law. There are some workshops planned for Auckland, Wellington and Christchurch and online workshop for others later this year. Watch this space – a video and flyer will be sent out soon!
If you’re interested in the workshops, I can be contacted on E: angela.sew.hoy@deaf.org.nz
Maintaining your Society structure
Members – Minimum 10 members
- New members must agree to be members in line with constitution
Committee – Minimum 3 members
- Those committee members must be society members and all are officers
Officers – include all committee members and those with important influence on management or administration of society eg CEO or Treasurer
- Those officers must agree in writing to be an officer and certify that they are not disqualified as officers [eg under 16 yo, bankrupt, company director, officer of a charitable entity, convicted for dishonesty within 7 years, court orders]
Contact person – Minimum 1, maximum 3
- This person doesn’t have to be an officer. Is someone who can handle questions from Companies Office.
Holding Annual General Meeting
Timing – AGM must be held within 6 months after balance date, (end of financial year) and 15 months after last AGM
Agenda – Committee must present at AGM: annual report, financial statements and any conflicts of interest
- Society may use AGM to vote on changes, like amending the constitution
Minutes – Meeting minutes must be recorded and kept as part of society records
Providing information to Companies Office
Financial statements
- Timing: Must complete financial statements within 6 months of balance date (end of financial year) and they are dated and signed by 2 committee members on the society’s behalf
- Report requirements: Provide them to Companies Office for registration (can submit online)
- If your society is: a small society – It needs to meet minimum requirements set out in the 2022 Act. Not a small society – It must use External Reporting Board (XRB) accounting standards.
- There are 4 reporting tiers. Your tier depends on your total operating payments or expenses.
- Auditing: An audit is only required if in 2 previous accounting years, the society’s total operating expenditure are $3 million or more.
Annual return
- Timing: Must complete an annual return each time you file the society’s annual financial statements
- Return requirements: To complete the society’s annual return, you need to review and update key information about your society if necessary
Changes to key information
Must update society’s details if there are:
- Changes to constitution
- Elections, appointments and other changes related to officers
- Changes to your contact person, including name changes and updating contact details
- Changes to your registered office and address for communication
Keeping Society Records
Register of members – Must keep a register of current and former members’ details since re-registration (to be kept for 7 years)
Interests register – Must keep a register of any disclosure officers have made regarding their conflicts of interest
Accounting records – Must keep accounting records to the current accounting period and last 7 completed periods
AGM minutes – Must keep AGM minutes
Other records –Other records may also need to be kept (eg copies of constitution, office documents and member consent documents).
Your society can specify in its constitution what other records must be kept.
Is re-registering right for your society?
YES – Apply to re-register your society:
Step 1– Prepare constitution and establish a committee
Step 2 – Make decisions
Step 3 – Prepare to transition
Step 4 – Apply to re-register
Detailed steps:
STEP 1: PREPARE CONSTITUION AND ESTABLISH COMMITTEE
a. Draft a compliant constitution
Society must draft a constitution that complies with 2022 Act, including:
- Committee composition, roles, functions, powers and procedures
- Dispute resolution procedure
- Nominate a not for profit organisation or another organisation to distribute surplus assets on winding up
b. Society must decide who you want as committee members and contact persons
EXAMPLE:
- Committee – society has minimum 3, majority must be members
- Members – society has minimum 10
- Officers – society has committee members
- Contact person – can be minimum 1, maximum 3 people for a society
Companies Office will contact you if they have any questions or identify issues that need to be fixed.
STEP 2: MAKE DECISIONS
At AGM or SGM, society needs to do:
- Decide to re-register
- Approve society’s constitution
- Elect or appoint committee members and contact persons
STEP 3: PREPARE TO TRANSITION
a. Prepare officer paperwork
- Officers need to consent in writing to be an officer
- and certify they are not disqualified
b. Prepare to keep society records
Society needs to set up a process to store:
- Register of members (membership details)
- Interests Register (conflicts of interest)
- Accounting records
- Other records eg AGM minutes
STEP 4: APPLY TO RE-REGISTER
- Apply online on the website: is-register.companiesoffice.govt.nz/reregistering
- Read instructions for steps on the website:
- Contact 0508 762 438 or E: info@businessregisters.govt.nz if you need help
After re-registration is completed:
Within 3 business days, the Companies Office will:
- Update the Incorporated Societies Register
- Provide your society with a new certificate of incorporation
NO – Wind up your society:
If society decides not to re-register, it may:
- Appoint a liquidator or
- Apply to be dissolved
- Society should check and follow your rules
If society is not re-registered before 5/4/26, it will cease to exist as an incorporated society.
Not taking actions to liquidate or dissolve society may removes your ability to make decisions on society’s behalf (eg what happens to society assets?)
Build your Constitution
To help you draft your constitution, MBIE have a DIY online tool for writing or revising your society’s constitution – the Constitution Builder.
You can use this tool to produce a draft nthat contains most of the content required in a constitution.
It should not however be considered a substitute for expert legal advice. You may choose to seek external advice. Eg there may be a community legal services available to you
Key changes
INCORPORATED SOCIETIES ACT 1908 v 2022
Here is a summary of key changes you need to know about incorporated societies. You can compare 1908 Act v 2022 Acts
| Key change | 1908 Act (Old) | 2022 Act (New) |
| How many members? | 15 minimum | 10 minimum |
| Need a committee | Committee is not needed | Need a committee |
| What is an officer? | Not defined | Includes committee members |
| Officers duties | Not defined | Have 6 broad duties |
| Contact person | Not required | Must have a contact person (less than 3). Your constitution must specify how each contact person is appointed or elected. Registrar needs contact details – not made public |
| Annual General Meeting (AGM) | No rule | Must be held no later than 6 months after balance date |
| Financial statements | Must be filed annually | Must be filed within 6 months of balance date |
| Annual return | No rule to file annual return | Must be completed annually. Completed each time you file annual financial statements. Need to review or update key information to ensure society is operating legally. |
| Prepare financial statements | Society is not required to apply XRB accounting standards unless it is a registered charity | Small society is exempt from XRB accounting standards if not registered as a charity |
| Constitution (rules) | Referred to as ‘Rules’ Old law sets out what must be included, but it’s a small list of compulsory rules | Referred to as ‘Constitution’ New law sets out what your constitution must have – there are many different provisions |
| Review of draft constitution | Incorporated societies registrar may review any proposed rules or alteration of rules by a society | Incorporated societies registrar does not need to review draft constitutions. Society officers must ensure the constitution complies with law |
| Society’s name | Must have a name ending in ‘Incorporated’ word | Must have a name ending in ‘incorporated’ or ‘Inc’ or ‘Manatōpu‘ |
| Use of te reo Maori in records | Documents must be written in English | Documents or records eg constitution, bylaws or financial records can be written in teo reo Maori or English |
| Resolving disputes | Doesnt need societies to have a procedure for resolving disputes | All societies must have a procedure for managing disputes. It is documented in your constitution |
Dispute resolution procedures
Your society needs to have a process to resolve disputes between members and officers, or members and the society. Dispute resolution procedures must be written into the constitution.
Disputes can be damaging, expensive and time consuming. Having clear procedures in your constitution means the members and officers know how to raise a complaint, or how it will be dealt with.
There could be a disagreement between different members or officers.
A disagreement is defined as a dispute if it relates to an allegation:
- An officer or a member has engaged in misconduct
- A member’s rights or interests are damaged
- There is a likely breach by members, officers or the society of a duty under your society constitution or the Incorporated Societies Act 2022
Differences between Incorporated Society and Charitable Trust
What is the difference between an Incorporated Society and a Charitable Trust?
- Incorporated Society - member-led organisation
- Charitable Trust – purpose-led organisation
Incorporated society is a membership organisation like a sports club, ethnic or religious groups run by an elected committee on behalf of members.
- In an Incorporated society, everyone gets a chance to vote and have a say about leadership and the direction of the society
Charitable Trust is a structured body,
- Charitable trust holds funds for a specific charitable purpose
- A charitable trust is established when there is no membership base
Charitable purpose can be:
- Relief of poverty
- Advancing education
- Advancing religion
- Community benefit
Incorporation of trusts and societies are done by Companies Office but are governed by different Acts.
To incorporate a legal entity:
- Trust under the Charitable Trusts Act, go to Charitable Trusts Register.
- Society under the Incorporated Societies Act, go to Incorporated Societies Register.
There are different structures that non-for-profit organisations or charities can choose.
- You could decide to form an unincorporated or an incorporated group. You could also choose to form a society or a trust.
- The key advantage of being incorporated is that your society or trust has separate legal status.
This means that it is not the members or trustees who personally enter into any obligations for the group, eg signing a contract, but rather the incorporated group itself.
Incorporated societies are often used for community membership groups e.g. ethnic or religious groups, associations, sports clubs.
Difference between Incorporated Societies and Charitable Trust laws
You can compare different laws for an Incorporated Society or Charitable Trust.
| KEY CHANGES | CHARITABLE TRUST | INCORPORATED SOCIETY |
| Legislation | · Charitable Trusts Act 1957 · Trusts Act 2019 · Charities Act 2005 | · Inc. Societies Act 1908 · Inc. Societies Act 2022 |
| Minimum numbers | Minimum 1 or more trustees (recommend at least 3) | Minimum 10 members |
| Decision making | By Trustees – as per Trust Deed | By members/committee – as per constitution |
| Members | · No members. · Trustees operate the Trust for a charitable purpose | Membership is determined by constitution |
| Liability of members/trustees | No liability, unless Trustees do not comply with Trust Deed | Limited liability, unless members run the society to make profit for themselves (this is not charitable) |
| Accountability | · Trustees are accountable to the public thru Attorney General. · Must comply with Trust Deed and Trusts Act 2019 | Committee is accountable to members |
| Meetings | Trustees should meet to make decisions as per Trust Deed | Members/committee must hold AGM once a year |
| Profits | · Are used to run charitable trust to achieve its purpose. · Profits can be accumulated | · Are used to run society to achieve its charitable purpose. · Profits can’t be distributed to members |
| Winding up | · Trust can wind up as per Trust Deed. · Any money or assets must be left to charitable purposes | · Society can wind up · Must distribute any money or assets left as per its rules and Incorporated Act 2022 |
| Advantages | · Control is in hands of a few trustees rather than a wider membership. · Trustees usually remain the same so there is stability around succession. | · An easy to manage structure for democratic membership-based organisations. · There is opportunity for diversity and new voices on the committee each year. |
| Disadvantages | · Sometimes the same trustees can remain involved over several years, which may have a negative effect on the charity. · There should be a consensus in decision making between trustees. · Trustees disagreeing can result in challenges | · It can be hard to govern a charity that has changed officers. · People need to be trained on running the society each year. · Democratic structure means groups can seize control from established leaders |
Incorporated Societies Act Workshop recording
You can watch a live recording of the Incorporated Societies Act workshop hosted by Angela Sew-Hoy.
