Incorporated Societies Act 2022

New legislation has been put in place to modernise the rules governing incorporated societies

New legislation for incorporated societies

The Incorporated Societies Act 2022 (the 2022 Act) and Incorporated Societies Regulations 2023 (the Regulations) came into force on 5 October 2023. Together, these put in place a modern legal, governance and accountability framework for incorporated societies and those who run them.

The new 2022 Act provides for the repeal of the Incorporated Societies Act 1908 (the 1908 Act) and the Incorporated Societies Regulations 1979 2 and a half years after the 2022 Act fully comes into force. During this transition period, the 2 statutes and 2 sets of regulations exist in parallel.

Incorporated Societies Act 1908(external link) — New Zealand Legislation

Incorporated Societies Regulations 1979(external link) — New Zealand Legislation

Incorporated Societies Act 2022(external link) — New Zealand Legislation

Incorporated Societies Regulations 2023(external link) — New Zealand Legislation

Rationale for new legislation

In August 2013, the Law Commission published a report recommending that the 1908 Act be replaced by a new statute and made many recommendations for improvement. In February 2014, the Government published a response to the Law Commission’s report.

The Law Commission’s report: A new act for incorporated societies(external link) — Law Commission

The 2022 Act keeps the best of the 1908 legislation while codifying relevant case law in one place and filling in gaps where the rules are unclear. Specifically, it clearly sets out officers’ duties, financial reporting requirements and a requirement to have internal dispute resolution processes.

The Regulations support the 2022 Act by prescribing things like how societies apply for registration or reregistration under the new Act, the initial fees for registration and restoration, and other matters relating to the administration of societies.

Compliance with the new legislation

Registering and reregistering under the 2022 Act

There are approximately 24,000 societies registered under the 1908 Act that will need to reregister under the 2022 Act between 5 October 2023 and 5 April 2026. Any society that does not reregister by 5 April 2026 will no longer exist as an incorporated society. New societies wanting to register from 5 October 2023, will register under the new Act.

There are a few things a society will need to do before it reregisters, such as preparing a compliant constitution and possibly adopting some new processes to comply with the 2022 Act. It is recommended that existing societies wishing to reregister start this process as soon as possible, as it will take some time to prepare what is needed.

Ongoing compliance with the new legislation

After a society has registered or reregistered under the 2022 Act, it must operate under and comply with the requirements set out in the 2022 Act and the associated Regulations. 

These requirements include:

• holding Annual General Meetings (AGMs)
• filing an annual return and financial statements
• notifying the Registrar of Incorporated Societies if certain details change (e.g., officer details)
• maintaining certain society records, including:
  • accounting records
  • AGM minutes
  • membership details (Register of Members)
  • conflicts of interest that officers may have (Interests Register)
• ensuring all new officers consent in writing to being an officer and certify that they are not disqualified.

Development of the 2022 Act and Regulations

The Incorporated Societies Bill

The Incorporated Societies Bill was released for public comment between October 2015 and June 2016.

In May 2019, the Government agreed to make a number of changes to the draft Bill before it was introduced.

In March 2021, the Government agreed to introduce the draft Bill to Parliament.

The 2022 Act was signed into law on 5 April 2022. This followed a first reading on 6 April 2021, a second reading on 17 November 2021, and a third reading on 31 March 2022.

Incorporated Societies Bill(external link) — Parliament Website

Development of the Regulations

Policy proposals for the Regulations were released for public comment between 11 October to 22 November 2022. MBIE received 72 written submissions, 68 of which have been published and can be viewed at the link below.

Consultation on proposed regulations for the Incorporated Societies Act 2022(external link)

Read submissions on the proposed regulations for the Incorporated Societies Act 2022 (external link)

In May 2023, Cabinet made policy decisions on the new Regulations. 

An exposure draft of the Regulations and a proposal for initial fees were released for public comment between 10 July to 24 July 2023. MBIE received 64 written submissions, 28 of which have been published and can be viewed at the link below.

Consultation on exposure draft of the Incorporated Societies Regulations 2023

Read submissions on the proposed regulations for the Incorporated Societies Act 2022 (external link)

In August 2023, Cabinet agreed to set initial fees in the Regulations and authorised the submission of the Regulations to the Executive Council.