Date posted: 26/08/2022

New Incorporated Societies Act 2022

All 23,000 incorporated societies in New Zealand will be affected and need to act now

In brief

  • All societies will need to revise their constitution and re-register, otherwise they will cease to exist
  • Larger societies will have to start using the XRB accounting standards to prepare their financial statements
  • The threshold for having to get financial statements audited is yet to be set by regulations

The Incorporated Societies Act 2022 (the “new Act”) finally received Royal Assent on 5 April 2022. The new Act replaces the Incorporated Societies Act 1908 (the “old Act”), and so an update was well overdue. As a result, some significant changes in the requirements around membership, governance, general meetings, dispute resolution, winding up, financial reporting and auditing have been made. 

Related download

A comparison between the Incorporated Societies Act 1908 and the Incorporated Societies Act 2022

Download here

Requirement to re-register

Every incorporated society must re-register under the new Act and has 2½ years (between 5 October 2023 to 5 April 2026) to complete this process. An incorporated society will continue to be subject to the old Act until it re-registers as an incorporated society under the new Act. Any incorporated society that does not re-register by 5 April 2026 will cease to exist. 

Constitution changes

To re-register, the incorporated society’s constitution must include the information set out in section 26 of the new Act. It may therefore be necessary to add some new rules or change existing ones to comply with the requirements of the new Act. This process also presents an ideal opportunity to review your incorporated society’s constitution for any unnecessary rules that you can take out. One possible example is provisions regarding the preparation and audit of financial statements which are now covered by comprehensive requirements in the new Act and so duplication is unnecessary. 

Financial reporting

The old law requires incorporated societies to prepare financial statements, but these are not required to be prepared in accordance with the accounting standards issued by the XRB (unless it is also registered as a charity). Under the new Act, unless the incorporated society is small, it will have to start using the XRB accounting standards to prepare its financial statements. A society is considered small, and so can continue its current reporting practices if the following criteria apply:

  • It spent less than $50,000 in each of the 2 preceding financial years, and
  • It had current (that is, liquid) assets of less than $50,000 at the end of the 2 preceding financial years, and
  • It is not a 'donee organisation' for tax purposes and/or a registered charity.

Auditing

Under the old Act, an incorporated society does not have to have its financial statements audited (unless it is also registered as a charity). Under the new Act, an incorporated society (that is not registered as a charity) will have to have its financial statements audited if, in each of the 2 preceding years, its total operating expenditure exceeds a certain threshold. That threshold will be set by regulations. At this stage, a first, high-level consultation document is expected around August 2022 and a draft set of regulations will be consulted on around April 2023.

Transition and effective date

Various parts of the new Act have different application dates: 

  • The provisions for making regulations came into force the day after the date of Royal Assent – that is 6 April 2022.
  • Much of it becomes mandatory 18 months from the date of Royal Assent – that is 5 October 2023.
  • Some of it is yet to be determined as it requires Orders in Council to be issued.
  • Any remaining provisions that have not already been brought into force will be bought into force on the fourth anniversary of the date of Royal assent – that is 5 April 2026.

Incorporated Societies Act 2022

New Zealand legislation website

Read more

External Reporting Board

Frequently asked questions

Read more

Stay up to date

Companies Office website

Read more

Information Hub

Parryfield Lawyers website

Read more