Incorporated Societies Act 2022
The Incorporated Societies Bill received Royal Assent on 5 April 2022, passing the Bill into law as the Incorporated Societies Act 2022 (“the Act”). The provisions of the Act will likely come into force in stages, with the first subparts having come into force on 6 April 2022. The rest of the Act comes into force on a date/dates appointed by the Governor-General, with a final date for full enactment (if not completed prior) of 5 April 2026.
The Act intends to replace the Incorporated Societies Act 1908, modernising the requirements of incorporated societies and providing a clear framework for high quality governance.
There are a number of key elements to be aware of under the Act:
- Officer duties are clarified - while this does not change the current law, the duties are not necessarily widely understood or followed by officers;
- Reporting standards/requirements have been clarified, with large incorporated societies required to have their financial statements audited;
- Changes have been made to the requirements for officers, with certain factors that will disqualify some from being officers;
- There is an ongoing requirement for incorporated societies to have a minimum number of members; and
- There are clear, updated requirements for what must be included within a constitution.
Some incorporated societies may find that they need to appoint new officers, and many will need to update their constitutions to comply with the Act’s requirements.
Importantly, the Act requires all current incorporated societies to re-register as a society under the Act. The transition period is not yet set in stone, however it will be two years and six months after clause 4 of schedule 1 comes into force, whenever that may be (or no later than 1 December 2025).
There are over 24,000 incorporated societies in New Zealand needing to ensure their rules comply with the requirements of the Act and re-register with the Registrar of Incorporated Societies. It is recommended that societies wanting to make the transition begin the process as early as possible to create as little disruption to operation as possible.
The Act also makes provision for registered charitable societies by amending the Charitable Trusts Act 1957 (“the CTA”). Any society currently incorporated as a charitable trust board has a choice to transition to the Act. Once the relevant section of the Act comes into force, societies will no longer be able to apply to incorporate as a charitable trust board under the CTA.
Incorporated societies should embrace this opportunity to review their constitutions and create a governing framework that is fit for purpose to serve them well into the future. For assistance with reviewing your constitution, guidance through the re-registration process, or to further discuss how the Act impacts your society, get in touch with our team.
Kaylee Bird is a Solicitor in our Asset Planning Team and can be contacted on 07 808 6066.
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