Incorporated Societies Act 2022

The Incorporated Societies Act 2022 was passed on 5 April 2022, and as a result, significant changes around membership, governance, general meetings, dispute resolution, winding up, financial reporting and auditing have been made. Below is a summary of the key changes you should know about.

It's important to familiarise yourself with the new Act and the changes that will come in to effect, to ensure you remain compliant. There is a transition period of several years that gives you time to become familiar with, and prepare for, the new regime. Until your Club decides to re-registers under the new Act, sometime from October 2023, it continues to operate under the Incorporated Societies Act 1908 (the existing Act).

Re-registration will involve filing a constitution that is compliant with the new Act. Clubs that fail to re-register before April 2026 will cease to be incorporated and will be removed from the Register.

What are the key changes?

  • Minimum number of members required for an incorporated society is reduced from 15 to 10.
  • Consent of each member of the Club will need to be collected (to be part of the Club), for example, by ticking a box when renewing their registration will be sufficient.
  • Each Club must appoint at least one Contact Person to be contactable by the Registrar.
  • Officers have new duties, which include acting in good faith and in the best interests of the Club, complying with the 2022 Act and the constitution, and exercising the care and diligence that a reasonable person would exercise in the circumstances. 
  • The majority of officers on the Club’s board or committee must be members of the Club and all officers must not be disqualified from being an officer.
  • Dispute resolution processes must be included in the Club’s constitution and the processes must be consistent with the rules of natural justice. 
  • New rules define when an officer has a conflict of interest and a duty to disclose conflicts.
  • Clubs can provide insurance and indemnify officers and employees.
  • Simplified financial reporting for small societies. Regulations (not yet been released) will provide further details on the requirements for different sized societies.

What does your Club need to do?

  • Add this as a permanent item to your Club’s Board or Committee agenda until you have re-registered.
  • Update the Club’s Board or Committee on the key changes, as above.
  • Review the Club’s current constitution and identify necessary modifications. Some Clubs may only need minor adjustments while others may take this opportunity to have an overhaul. A draft constitution template will be made available prior to October 2023 by NZR, once all regulations have been finalised and re-registration period begins.
  • Establish a timeline to make necessary changes to your constitution.
  • Re-register your Club with its updated constitution prior to April 2026.

More information

Regulations are still being developed to flesh out the details of the new Act. They will determine what information societies must provide to incorporate or re-register under the new Act. Draft regulations will no longer be available for public consultation and the Ministry of Business, Innovation & Employment expects the finalised regulations to be published around September 2023.

More detail about the new Act and the required changes can be found on the Companies Office website. 

Key changes | Incorporated Societies ( 


Last updated February 2023.