News & Thinking

New requirements for incorporated societies now live

Contributed by:

Rose Clements

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Rose Clements

Sam Wilson

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Sam Wilson

Marcia Read
Senior Solicitor

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Marcia Read

Jess Byloo

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Jess Byloo

The new Incorporated Societies Act 2022 (Act) and its Regulations came into force on 5 October 2023.

This introduces significant changes to the law for incorporated societies, meaning that:

  • Existing incorporated societies are now able to re-register under the new Act, and
  • New societies must register under the new Act.

For existing incorporated societies, the previous Incorporated Societies Act 1908 will continue to apply until they re-register under the new Act. However, there is a deadline for this transition process and if an incorporated society does not re-register by 5 April 2026, they will cease to exist.

What has changed for incorporated societies?

The new Act has introduced several new requirements for incorporated societies and changed some of the existing requirements, including:

  • The minimum number of members has reduced from 15 to 10.
  • There must be a governing committee of at least three officers.
  • The duties of officers are set out (including a duty to act in good faith and in the best interests of the society).
  • Appointment conditions and qualifications for officers are set out.
  • A number of items must be included in the constitution – such as how a person becomes or ceases to be a member, the role and powers of the committee, and meeting and dispute resolution procedures.
  • Incorporated societies must now file annual returns.

What do incorporated societies need to do?

To prepare to register under the new Act, both new and existing incorporated societies will need to:

  • Review its existing constitution/rules to see if it complies with all the requirements under the new Act. Most incorporated societies will need to adopt a new constitution in order to include all the new requirements.
  • Ensure it has a governing committee of at least three officers.
  • Ensure its officers meet the qualification requirements of the new Act and have provided written consent to becoming an officer.
  • Provide details of a contact person for the Registrar of Incorporated Societies to correspond with.
  • Adopt its new constitution at a general meeting of its members.

How we can help

We are experienced in advising on all aspects and types of incorporated societies. We can answer any queries you have in relation to the new requirements or how your organisation may be affected.

If you are a:

  • retirement village operator with a residents’ committee that is an incorporated society;
  • retirement village operator that is structured as an incorporated society;
  • sports or social club, cultural or religious group or special interest or activist organisation that is structured as an incorporated society; or
  • any other type of incorporated society,

we can help you with:

  • The re-registration process;
  • Drafting your new constitution to comply with the new Act; and
  • Advice on any of the new requirements for officers’ qualifications and duties, and work with you to submit your application for re-registration.

Although incorporated societies have two and a half years to re-register, the process of preparing and approving a new constitution could take some time, so we recommend you start the re-registration process soon. Get in touch with one of our specialists for a confidential chat about your requirements.