The Incorporated Societies Act 2022 received Royal Assent on 5 April 2022 and came into force on 6 April. It will replace the 1908 legislation.

The LEAD Centre for Not for Profit Governance and Leadership has published a very useful blog on the new ACT

The provisions of the Act come into force at various times. We asked Steven Moe of ParryField Lawyers if he could explain. His response:

” I agree it is confusing!

… The 1908 Act is still in force, with the 2022 Act coming into force in stages up until the transition date (either 1 December 2025 or 2.5 years after clause 4 commences, whichever is later).

An application for the incorporation of a society under the 1908 Act may not be made after the commencement of clause 4 of schedule 1 of the Incorporated Societies Act 2022. This clause will commence anytime between now and 5th October 2023 per section 2 of the 2022 Act.

Under clause 2 of schedule 1 of the 2022 Act, a society which does not register under the new Act by the transition date will cease to exist from that date. MBIE has also released guidance here.

We therefore recommend registering [ie with a Constitution reflecting the requirements of the 2022 Act but with 15 members – Ed] as if the 2022 Act applies so that the society’s rules do not need to be updated again to comply with the 2022 Act.”

<View the Act>

<There is an excellent resource on the ParryField website here
including details of a number of  talks on the subject in June 2022

Main changes when fully enacted:

  • 10 Members required to incorporate (previously 15)
  • Membership of 10 must be maintained (no previous requirement)
  • A body corporate which is a member of an Incorporated Society will be treated as the equivalent of 3 members “in some cases”.
  • A society must have a committee consisting of at least 3 members
  • A Membership Register must be maintained. The minimum data to be included is specified.
  • Annual Financial accounts must contain specified information
  • An Annual Return is required in a manner specified in regulations (unless the society is also a registered NZ Charity in which the requirements of the Charities Act 2005 take precedence)
  • Every Society must have at least one nominated contact person
  • Existing societies remain liable to the 1908 Act until re-registering under the 2022 Act or 1 Dec 2025 (the later of 1 December 2025 or 2.5 years after clause 4 commences.)



What is the difference between a Charitable Trust and an Incorporated Society?

Annual Returns for Incorporated Societies

A review of the structure of Incorporated Societies?

Definition of ‘non-profit’, ‘not for profit organisation’, or ‘charity’ – what’s the difference?


Incorporated Societies Bill – Proposed Accounting & Audit Requirements

The Purpose of your Incorporated Society – Can it make money? And who can take it home?