The New Incorporated Societies Act

Ciara OCallaghan • April 6, 2022

On 5th April 2022, the new Incorporated Societies Act was given the Royal Assent by Her Excellency The Rt Hon Governor-General Dame Cindy Kiro.

The law replaces the old Act from 1908, so what can community organisations expect from this once in 120 years law change?

The Incorporated Societies Act 2022 is fundamentally similar to its predecessor, the 1908 Act. However, there are some key changes that will affect community organisations and new provisions that fill gaps in the law. Many of the specifics of the new laws (including dates and deadlines) are unknown as they will be decided by regulations. CNA will keep this blog updated as more information is released.

When will the laws change?

Although the Bill has been given the royal assent - all provisions have not automatically become law. Most of the provisions of the Bill will come into force on a date yet to be elected by Order in Council, to allow time for regulations to be made. The parts of the Bill that replace the old 1908 Act will come into force by 5th April 2026.

What actions do community organisations need to take?

Every organisation must re-register under the new Act by 1 December 2025. Existing societies incorporated as boards under the Charitable Trusts Act 1957 can stay as they are or re-register as an incorporated society under the new Act.

In order to re-register, most organisations will have to amend their constitution to comply with the new laws, which require that constitutions include:

the appointment of 1-3 person(s) who can be contacted by the Registrar of Incorporated Societies when necessary.
more information about officers, including how they are appointed, how long for and when they can be removed
more information about committee members, including the amount, what they can do, the quorum (minimum amount that must be present) and how meetings should be run.
a dispute settlement procedure.
how the constitution can be changed.

Incorporated societies will also need to gain the consent of every member of their organisation. They will need to make sure their membership processes includes asking for, and recording, that consent.

Every incorporated society will have to establish a 'governing body' made up of at least three appointed officers. It is no longer enough just to appoint officers, a 'body' (such as a committee or board) will have to be formed.

All incorporated societies will need to continue to file their financial statements (with bigger societies having these audited) and follow new financial reporting rules. The new rules to be followed will depend on the size of the society. Societies that are not registered charities will need to file annual returns.

Societies will need to continue to keep a register of all their members and their contact details.

Other changes to the law:

There are some other changes in the new Act that (in most circumstances) won't require any action on the part of incorporated societies, but are still useful to be aware of:

The minimum amount of members required to start a society has been reduced from 15 to 10.

Appointed officers of a society are now subject to 6 new duties they owe to their society:

The duty to act in good faith and in best interests of the society.
The duty to exercise their powers for proper purpose.
The duty to comply with the new Act and their society's constitution.
The duty to exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances.
The duty not to agree or allow the society to act in a way that creates a "substantial risk of serious loss to the society’s creditors".
The duty not to agree to an obligation unless the officer believes "at that time on reasonable grounds that the society will be able to perform the obligation when it is required to do so".

The new law also introduces a simpler amalgamation process for societies to be able to join together without worrying about members and assets transferring, or about contractual obligations.

The Act also contains seven criminal offences relating to incorporated societies. These are:

Making false or misleading statements.
Fraudulently using or destroying a society's property.
Falsifying register, records, or documents.
Operating fraudulently or dishonestly incurring debt.
Improper use of “Incorporated”, “Inc”, or “Manatōpū”.
Acting in contravention of a banning order.
Failing to comply with provisions of the Act (such as failing to call an AGM, register financial statements etc.)

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Hapori Aotearoa Conference Wrap-Up

By Community Networks • March 10, 2025

Last week Patrick represented CNA at the Hapori Aotearoa – Growing Communities Together in sunny Tauranga presented by Inspiring Communities and the Tauranga City Council. A two-day conference focused on providing practical resources amplifying community development. With each day having multiple concurrent workshops there were difficult (and esciting) choices to be made. The hottest topics were Social Return On Investments / Social Investment, Te Tiriti, and (no surprise) funding within the Sector. There were great speakers and a lot of table korero, spilling of tea, and sharing ideas and resources. Did you know there is a Regional Data Explorer on the Social Investment Agency website ? How might organisations use this to target their mahi and applications? “The Social Investment Agency’s Regional Data Explorer supports access to data for regional and sub-regional decision-making. It brings together 70 datasets or 'indicators' which can be filtered to meet a particular need." Another great workshop (Belinda Gorman ) looked into connecting with businesses to explore various ways of funding. Looking at alignment, how to approach and creating that relationship. One contribution we were able to make was a handy dandy doc on how to use the free version of ChatGPT to create a start – how to create a document that begins your journey on support, sponsorship and funding. Here it is – Using ChatGPT to Get $. And it was a great chance to catch up with Members – SociaLink (also a supporter of the conference); Volunteer Kapiti and Community Networking Trust. It was a time to catch up with friends from other organisations and to make new connections, both strengthening our reach around the Motu. Whilst conferences are expensive, attending can hit many birds with one stone and its important to get out of your own area, headspace to remind yourself that you are not alone in what’s going on; that there are people with ideas around you; and that (while it can be a draining experience) it is a fantastic way to recharge your spirit. We look forward to hosting our Members at our Members’ Only Hui on Friday, 7th November in Te Whanganui-a-Tara /Wgtn for exactly those reasons. Oh, did I mention it’s also our 50th Anniversary celebrations? Patrick Davies, Engagement Officer