Incorporated Societies Act 2022: Updating Your Constitution for Reregistration

6 May, 2025 | Chantal Laidler

There are approximately 24,000 incorporated societies in New Zealand – and with the introduction of the Incorporated Societies Act 2022 to replace the 1908 Act, these societies must reregister by 5 April 2026.

The Incorporated Societies Act 2022 (“the 2022 Act”), sets out new legal requirements which must be covered in a societies’ constitution. With the reregistration due date approaching, societies should review (and if necessary update) their constitutions to ensure a smooth reregistration process and continued compliance under the 2022 Act.

Why Updating Your Constitution is Essential

The 2022 Act introduces several key changes that will impact how societies are governed and how they must operate. Some of these key changes are discussed further below.

One of the most significant requirements is that all incorporated societies must update their governing documents— their constitutions (the rules that govern a society) —to comply with the new legislation.

Under the previous Incorporated Societies Act 1908, many societies operated under outdated governance structures and rules that no longer reflected modern practices. The 2022 Act modernises governance and seeks to clarify rules so that they are transparent for their members.

The 2022 Act places duties on officers which are similar to those under the Companies Act 1993. It also includes disqualification standards for officers which are in line with the disqualification criteria under both the Companies Act 1993 and the Charities Act 2005.

Key Constitutional Changes Required Under the Incorporated Societies Act 2022

The 2022 Act introduces several new requirements for societies, which must be reflected in their constitutions. These key changes include:

Clear Purpose and Objectives

The 2022 Act requires that the constitution of an incorporated society clearly outlines the society’s purposes and objectives. Many societies Constitutions will already have an ‘objectives’ section, and this is a good chance to review these and ensure they still align with the purpose of the society.

The objectives of a society must not be for the financial gain of its members.

Membership Rules

A critical aspect of the 2022 Act is the introduction of specific membership rules. Under the 2022 Act, incorporated societies are required to have a minimum of 10 members. This is reduced from the previous requirement, but it must now be complied with on an ongoing basis. This ensures that the society is robust enough to carry out its functions and cannot be easily dissolved by a small group of individuals.

All members must also expressly provide consent to being members of the society.

The constitution must detail the criteria for membership, including how new members are admitted, how existing members can be removed, and what rights and obligations members have.

Governance Structure

The governance framework of a society is a key part of its constitution. The 2022 Act strengthens the governance responsibilities of officers, such as the board or committee members. The governing body must be comprised of at least three (3) individuals, who will be the officers of the society. The constitution must now clearly outline the roles and duties of these officers, including how they are appointed, their term of office and their powers.

The 2022 Act also requires that societies have a clear decision-making structure. This means detailing how decisions are made, how meetings are conducted, voting procedures, and how the society resolves disputes. A well-defined governance structure will ensure smoother operations and help prevent conflicts within the organisation.

A contact-person must be appointed, who will be responsible for communications with the Registrar of Incorporated Societies. It may be appropriate that the Secretary takes on this role.

Financial Management and Reporting

Financial transparency and accountability are at the heart of the 2022 Act. It includes stricter requirements for financial reporting, such as maintaining accurate records, preparing annual accounts, and ensuring the proper handling of funds. The reporting requirements vary whether the society is a small society or not (defined under section 103 of the 2022 Act). The constitution must address these requirements by outlining how the society will manage its finances and reporting obligations.

Societies should update their constitutions to include provisions for how financial statements will be prepared, who is responsible for approving them, and how financial audits will be conducted (if necessary).

Amendment of the Constitution

The 2022 Act includes provisions on how the constitution of a society can be amended. The constitution should set out the process for making amendments, such as the need for a resolution passed by a certain majority of members at a general meeting. This ensures that any changes to the society’s structure or governance are properly considered and agreed upon by the membership.

Having a clear process for constitutional amendments also helps prevent disputes and ensures that all members have a voice in shaping the direction of the society.

Dispute Resolution and Removal of Officers

The 2022 Act provides guidance on how disputes between members or between members and officers should be managed. Societies are encouraged to include provisions in their constitutions for resolving conflicts fairly and efficiently. This may include outlining procedures for mediation, arbitration, or other forms of dispute resolution.

The constitution should also include rules on the removal of officers or committee members, which can be necessary if an officer is not fulfilling their duties or their behaviours amount to misconduct. Having a clear and fair process for the removal of officers ensures that the society can function smoothly even in the face of challenges.

Steps to Update Your Constitution for Reregistration

Updating your constitution to comply with the 2022 Act involves several key steps:

Review Your Current Constitution

The first step is to carefully review your existing constitution. Look for any areas that may be outdated or do not align with the new provisions under the 2022 Act. Pay particular attention to the governance structure, membership rules, and financial management provisions. Make note of any areas that need to be updated and aspects which do not align with how the society currently operates or intends to operate going forward.

Consult with Stakeholders

Before making any changes, it’s important to consult with key stakeholders, such as the society’s members, officers, and legal advisors. Discuss the proposed changes and ensure that everyone understands the reasoning behind the updates. This consultation can help avoid misunderstandings and conflicts later in the process.

Amend the Constitution

Once you’ve identified the necessary changes, update the constitution to reflect the new requirements of the 2022 Act. Make sure that the updated document clearly outlines the society’s purposes, membership criteria, governance structure, financial obligations, and dispute resolution procedures. At this stage it is helpful to obtain legal advice, if you have not done so already.

Get Member Approval

The updated constitution must be approved by the society’s members. The existing Constitution of the society is likely to contain a procedure for amendments to the Constitution, which will need to be followed. This usually involves holding a special general meeting where the changes are presented and voted on. A majority vote is typically required for the amendments to pass. Make sure to provide members with a copy of the revised constitution in advance so they can review and consider the proposed changes.

Submit the Updated Constitution for Reregistration

Once the members have approved the updates, you can submit the revised constitution to the Incorporated Societies section of the New Zealand Companies Office as part of your reregistration application. Ensure that all required documentation is included and accurate to avoid delays in the process.

Conclusion

Updating your constitution in line with the 2022 Act is essential for ensuring your society’s continued legal standing and compliance. A well-crafted constitution not only ensures compliance but also strengthens the foundations of your society, making it more transparent, accountable, and effective in achieving its objectives.

As reregistration under the 2022 Act is a one-time process, now is the time for incorporated societies to reflect on their governance and make any changes necessary for continued success.

Want to know more?

Complete the form below, and we will get back to you promptly, or contact Chantal Laidler on tel:+64 9 8376833 or chantal.laidler@smithpartners.co.nz