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The Regulations that go alongside the Incorporated Societies Act have now come into force.
This means we now have some clarity around what the re-registration process for Incorporated Societies will look like.
All societies need to re-register under the new Incorporated Societies Act by 1 April 2026 at the latest, but can begin doing so from 5 October 2023. Your society should therefore be beginning to think about re-registering, and any changes that may be needed to your constitution in order to comply with the Act, as you will only be able to re-register if your constitution is compliant.
The regulations provide that applications for re-registration will be made via the Incorporated Societies Register’s website.
The application will need to attach your constitution and will also need to include:
- The physical address of the proposed registered office;
- The balance date of the society;
- The names of the proposed officers;
- For each person named as an officer, a physical address used by that person;
- Confirmation that a named officer considers the number of persons applying to incorporate the society is 10 or more; and
- Confirmation that a named officer considers the proposed constitution complies with the Act.
When registering the name of the society, in order to meet the requirements of the new Act, you should ensure that:
- The use of the name does not contravene any legislation;
- The name is not identical or almost identical to the name of any other society, company (whether incorporated in New Zealand or not), or other body corporate registered in New Zealand;
- The name is not identical or almost identical to a name that has already been reserved under the Companies Act 1993 and that is still available for registration under that Act;
- The name is not likely to mislead the society’s members or the public about the society’s nature or identity;
- The name is not offensive; and
- The name includes the word “Incorporated”, “Inc”, or “Manatōpū” (or 2 or more of those words) as the last word or words of the name.
An exception to that is if that society, company or body corporate with a similar name consents in writing to your society using a similar name.
What must be in a Constitution
The new Act defines what must be included in a constitution. This includes:
- The name of the society;
- The purposes of the society;
- How the society will keep the register of members up to date;
- Rules regarding how someone becomes a member, including that a person must consent to be a member, and how a member ceases to be a member;
- The composition, powers and roles of the committee;
- How the society’s contact person or persons will be elected or appointed;
- How the society will control and manage its finances;
- Dispute resolution and complaints processes which comply with the Act;
- Certain information about general meetings;
- Nomination of a not-for-profit entity or class of entities to which the assets of the society are to go if the society is wound up;
- It must not confer on any member the right or interest in any of the society’s assets; and
- How the constitution can be amended.
A society may also add reference to expressing tikanga or the ability to make bylaws.
Examples of tikanga which might be expressed in the constitution include:
- Whanaungatanga, or upholding relationships and embracing whakapapa;
- Mana, or the authority, importance, or prestige of people and things. This might include upholding the mana of the Incorporated Society, or those who deal with the Society; and
- Recognising kaitiakitanga, or guardianship, and the authority of those who are kaitiaki.
Tikanga will vary between iwi and hapū, and geographic area, so each Incorporated Society has the ability to shape their constitution to the tikanga that they follow and recognise.
In addition to this, Societies are able to provide for tikanga-based dispute resolution, as compared to other dispute resolution methods like mediation or arbitration. However, if a Society does choose to incorporate tikanga into their dispute resolution process, it still needs to meet the minimum natural justice requirements outlined in the Act.
It is important to make sure your constitution complies with the Act, so it is recommended that all societies take legal advice about any amendments they wish to make to their existing constitutions. The registrar is able to refuse re-registration if it does not comply.
Contact Name: Claire Tyler
Contact Email: [email protected]