Incorporated Societies Act 2022 and Regulations
Incorporated Societies Act 2022 and Regulations
The new Incorporated Societies Act will have an impact on sector organisations – this resource helps sector boards, organisations and clubs navigate these changes.
Background
The Incorporated Societies Act 2022 aims to strengthen governance functions by aligning director duties more closely with those in the Companies Act. This includes new officers’ duties and dispute resolution processes.
View a summary of the key changes under the new Act.
During the transition period, societies will continue to operate under the 1908 Act until they re-register under the 2022 Act or choose an alternative option.
Re-registration requires filing a constitution that is compliant with the new Act.
Societies that do not re-register before 5 April 2026 will cease to be incorporated and will be removed from the Register.
What it means for you
- If your organisation or club is an incorporated society, you need to re-register with a compliant constitution before 5 April 2026.
- Consider whether you start afresh with a new constitution or amend your current constitution.
- Think about broader governance changes as well as alternative options like merging with other societies, or the pros and cons of adopting different legal structures such as a charitable trust.
- For societies in a federated structure, we recommend the national constitution is updated first, followed by Regional Sporting Organisations (RSOs) and clubs. This helps to minimise the duplication of effort and cost.
- If you are a region or club and haven’t connected with your national organisation yet, we recommend you do so while at the same time getting started.
- If you’re not part of a federated structure, use the resources below to get started.
Resource tool kit
To help you with these changes, Sport NZ has developed national and regional toolkits with the following:
- Constitution templates
- Guidance notes and summary of changes
- Compliance checklist
- Pros and cons of incorporation
- FAQs.
Additional resources
- View previous webinars explaining these changes on Sporttutor.
- XRB – financial reporting for small societies
- Companies Office links:
We are committed to helping organisations, where we can, navigate the changes. If you have any questions, please email governance@sportnz.org.nz.
Key changes
- Minimum number of members required for an incorporated society is reduced from 15 to 10.
- Consent of each member of the society will need to be collected, for example, by ticking a box when renewing their annual membership.
- Each society must appoint at least one contact person to be contactable by the Registrar.
- Officers have new duties, which include acting in good faith and in the best interests of the society, complying with the 2022 Act and the constitution, and exercising the care and diligence that a reasonable person would exercise in the circumstances.
- The majority of officers on the society’s board or committee must be members of the society and all officers must not be disqualified from being an officer.
- Dispute resolution processes must be included in the society’s constitution and the processes must be consistent with the rules of natural justice.
- New rules define when an officer has a conflict of interest and a duty to disclose conflicts.
- Societies can provide insurance and indemnify officers and employees.
- Simplified financial reporting for small societies. Regulations (not yet been released) will provide further details on the requirements for different sized societies.
- Societies that are not registered charities and have annual expenditure over $3,000,000 for the two preceding financial periods are required to be audited.
- There are minimal financial changes for Incorporated Societies that are also registered Charities as they will continue to prepare financial statements as before under the Charities Act 2005.
- The National Constitution template with guidance and checklist is now ready for use below. Regional and club templates will be released before Christmas.
