Changes to the Incorporated Societies landscape

If you haven’t already, now is the time for Societies to progress discussions around whether or not to retain incorporated status.? Part of this process will include revising your current constitution.? Should you decide to proceed with re-registering you are likely to need to alter your existing constitution to ensure it complies with the new 2022 Act.? Until re-registering you must operate under and comply with the 1908 Act.

The deadline of April 2026 may seem a long time away, but don’t be fooled, you need to be taking action now in order to be ready.

All new societies must register under the new Act.

As part of a sector wide approach to the new 2022 Act, Sport New Zealand have made available Regional and Club template constitutions; these are in addition to the National constitution template released late last year.? The templates are a starting point only and will need to be customised.

10 key changes introduced by the new Act require Societies to:

1. Have a minimum of 10 members (members must now consent to being a member of a Society);
2. Have a governing body of at least three members (committee);
3. Have at least one dedicated contact person;
4. Have a constitution which complies with the new Act;
5. Specify internal dispute resolution procedures in its constitution;
6. File an annual return;
7. Use XRB accounting standards to prepare financial statements (unless the Incorporated Society is ‘small’, as defined by section 103(2)(b) of the Act, and not registered as a charity);
8. Have its financial statements audited by a qualified auditor if: (i) it is not a charitable entity, and (ii) in each of the two preceding accounting periods of the society, the total operating expenditure of the society and all entities it controls (if any) are $3 million or more;
9. Hold annual general meetings within 6 months of the society’s balance date;
10. Nominate a not-for-profit organisation in its constitution to which surplus assets should be distributed on liquidation or winding up of the Society.

Under the new Act, a society’s documents and financial records can be prepared in te reo Māori or English.? The naming requirements for societies have also been extended to recognise ‘Manatōpū’, the te reo Māori word for ‘Incorporated’.

A society’s officers (including committee members and anyone else in a managerial or administrative role) are now subject to express duties set out in the Act, which are modelled off directors' duties under the Companies Act 1993.

Contact Adine Wilson in MC 's Sports Law team if you need advice on the changes, assistance re-registering or for advice on the appropriate legal structure for your organisation going forward.

#SportsLaw #IncorporatedSocieties #NewZealand #Manatōpū #Incorporated #NSO #NationalSportingOrganisations #SportsClubs