Existing Incorporated Societies must start preparing to re-register as the new Incorporated Societies Act 2022 came into force on 5 October 2023. This Act, which replaces the Incorporated Societies Act 1908, means that societies that are incorporated under the Incorporated Societies Act 1908 will need to re-register and confirm they comply with the 2022 Act requirements by 5 April 2026 to remain as an incorporated society.
Societies need to ensure they meet this deadline because, if a Society does not re-register by the end of this period, it will automatically be de-registered and wound up. Under the new legislation, if a society is removed from the register or liquidated, the distribution of the society’s surplus assets (after all costs, debts and liabilities are paid) may only be distributed to nominated not-for-profit entities. As for new societies, they will be automatically registered under the 2022 Act.
In addition to re-registering, existing societies must also adhere to further changes including:
1. Under section 45, societies are required to have a governing body (board/committee) with three or more qualified officers to manage the operation and affairs of the society. An officer is defined as a person in a position that allows them to exercise significant influence over the management or administration of the society. The officer must be a natural person, must have consented to be an officer, and have certified they are not disqualified for election, appointment or any other position as an officer of the society.
2. The Act sets out required duties for officers, including acting in good faith and in the best interests of the society, complying with the Act and constitution of the society, acting with reasonable care and diligence and avoiding creating a substantial risk of serious loss to creditors.
3. As per section 26, every society must have a constitution (rules) covering purpose, membership, committee powers and functions, management of finances, dispute resolution, general meetings and winding up the society.
4. Societies are required to maintain a minimum number of 10 members (previously 15). A company or body corporate counts as three members. Members must give their consent to become a member of the society and a membership register must be kept.
5. Societies will need to have documented dispute resolution procedures to address disputes and other grievances between members and between members and the society. This includes a procedure on how to make a complaint. Societies may need to add new rules or change existing ones to comply with the new law.
Financial reporting and audits
Under section 102, all societies must prepare and register annual financial statements.
Small societies, defined in the Act as having operating payments and current assets that are both less than $50,000, can opt to use either External Reporting Board (XRB) Accounting Standards or provide minimum requirements as set out in section 104.
Larger societies are required to prepare financial statements using the XRB Accounting Standards as defined by tiers of reporting (section 29). Societies with expenses or operating payments that are around the tier threshold levels, fluctuate between the threshold levels or will exceed the threshold in the future, may want to consider reporting at the higher tier. The charities.govt.nz website provides further information on the financial reporting and audit requirements based on the tiered system.
Incorporated societies with total operating expenses of $3 million or above in each of the two preceding years will need to have their financial statements audited by a Qualified Auditor.
This does not apply to a charitable entity, which instead must prepare an annual return under the Charities Act 2005.
Re-registering
Close to 24,000 societies in New Zealand will need to re-register under the new Act. While there is a transition period of around two and a half years to re-register, societies should be starting to plan what they need to do to comply with the 2022 Act. It will take time to prepare a constitution, hold a general meeting(s) to approve it, and put new processes in place.
You can access information and guidance on how to prepare for re-registering here. The government facilitates the registration process online through the RealMe login.
If you would like further information or advice on these changes and how this might affect your incorporated society’s operations, contact one of our William Buck advisors – we are here to help.
