The Incorporated Societies Act 2022 (ISA 2022) modernises and restates New Zealand’s incorporated societies law, and will eventually fully repeal and replace the Incorporated Societies Act 1908 (ISA 1908).  

The ISA 2022 was enacted on 5 April 2022. However, ISA 2022 regulations which deal with important details of the new regime were only issued in September 2023 and incorporated society registrations under the ISA 2022 (including the first re-registrations of existing incorporated societies) only commenced from 5 October 2023. 

All of New Zealand’s estimated 23,000 existing incorporated societies need to consider their response to the new legislation. To continue as an incorporated society under the ISA 2022 beyond 5 April 2026, ISA 2022 compliance and re-registration will be required by that date.

All new incorporated societies now need to be incorporated under the ISA 2022, not the ISA 1908.

Further ISA 2022 details are available in our articles regarding key provisions of the ISA 2022 and incorporated society constitutions under the ISA 2022. 

Existing incorporated societies

All existing ISA 1908 incorporated societies will need to comply with and re-register under the ISA 2022 by 5 April 2026 if they want to continue as incorporated societies beyond that date. Re-registration is not automatic. Societies need to prepare and apply for re-registration.

Prior to re-registration, the ISA 1908 continues to apply to an existing incorporated society; the ISA 2022 does not apply unless and until the society re-registers under the new legislation.

Preliminary issues for existing incorporated societies to consider before preparing for ISA 2022 compliance and reregistration include the following: 

1. Is transitioning to the ISA 2022 relevant to your incorporated society? 
   For example, upon review some charitable societies have found that they are actually incorporated under other legislation such as the Charitable Trusts Act 1957 (CTA 1957) (not the ISA 1908), so that transitioning to the ISA 2022 is not applicable or is optional. 
2. Is an incorporated society structure still fit-for-purpose for your organisation, or should the society be wound up? 
   For example, some charitable incorporated societies will opt to wind up and transfer their operations to another structure (eg, a charitable trust with an incorporated board of trustees under the CTA 1957, or a charitable company), rather than re-registering the existing incorporated society under the ISA 2022. 
   Some incorporated societies, charitable and non-charitable, with waning membership will also opt to wind up (especially if the required minimum of 10 members under the ISA 2022, counting any body corporate member as three members, may be problematic). 
3. Should any other form of restructuring be undertaken prior to any re-registration?
   For example, some incorporated societies will consider merging with one or more other societies with the same or similar purposes, eg by transferring operations/assets and members from one existing society to another or to a new society, so that just one merged society (or a reduced number of incorporated societies) would then be re-registered, or newly registered, under the ISA 2022.

If ISA 2022 compliance and re-registration is the appropriate course of action, existing incorporated societies invariably need to take the following steps: 

1. Adopt an ISA 2022 compliant constitution and approve re-registration
   The society will need to prepare and obtain membership approval of a revised constitution, which may be adopted and registered under the ISA 1908 first (before subsequent ISA 2022 re-registration) or adopted specifically for the purpose of ISA 2022 re-registration. The proposal to apply for re-registration may be approved by the membership at the same time. 
   The revised constitution will need to meet all mandatory content requirements under the ISA 2022 and should be aligned with the ISA 2022. It is critical that a society’s constitution meets the requirements of the new legislation, as it will be checked by the Registrar as part of the re-registration application process and rejected if it is non-compliant.  
   For societies that are charitable and/or tax-exempt, the constitution will need to continue to include all provisions required to maintain that status.
   For further details, see our articles regarding key provisions of the ISA 2022 and incorporated society constitutions under the ISA 2022.
2. Ensure that ISA 2022 requirements can be met
   The society should also ensure that all of its ‘officers’ are properly identified, not disqualified under the ISA 2022, and aware of their duties under the ISA 2022, and that all systems are in place to comply with requirements under the ISA 2022, eg in relation to all members consenting to their membership and the society’s maintenance of a compliant register of current and past members. 
   Again, for further details see our articles regarding key provisions of the ISA 2022 and incorporated society constitutions under the ISA 2022. 
3. Apply for ISA 2022 re-registration
   Once steps 1 and 2 have been taken, the society should apply for re-registration under the ISA 2022 - before the 5 April 2026 deadline. 
   The application for re-registration can be completed online and needs to include details of the society and its officers and contact person(s), a copy of the society’s compliant constitution, and certification of the society’s officers. The application will need to be completed by someone with appropriate authority to act for the society. 
4. Update your Charities Act profile, if applicable
   If the society is a charity registered under the Charities Act 2005 (Charities Act) the constitution will also need to be filed with Charities Services under that Act (once the constitution has been accepted for re-registration under the ISA 2022).

In dealing with the above matters, existing societies need to be mindful of, and comply with, the detailed transitional provisions set out in Schedule 1 of the ISA 2022 and related regulations. 

New incorporated societies

If you wish to establish a new incorporated society, ie you have a group of 10 or more members (with each body corporate member counting as three members for this purpose) wishing to establish an incorporated non-profit membership-based structure to pursue the group’s purpose or purposes, you will now need to incorporate the society under the ISA 2022.

As in the case of an existing society re-registering under the ISA 2022 (discussed above), your new society will need to have an ISA 2022 compliant constitution and will need to be ready to comply with ISA 2022 requirements before applying to register under the ISA 2022. If your society’s constitution does not meet the requirements of the new legislation, your application for registration will be rejected.

If the society is intended to be charitable and/or tax-exempt, the constitution will need to include all provisions required to secure that status, and Charities Act registration (if applicable) would need to be dealt with separately.

The option of incorporating a new society first under the simpler provisions of the ISA 1908 and then transitioning to the ISA 2022is no longer available. For charitable societies, the option of incorporating society members as a board under the CTA 1957 is also no longer available. 

Your group might also wish to consider alternatives to an incorporated society structure before proceeding, eg a company incorporated under the Companies Act 1993 or, for a charity, a charitable trust with a board incorporated under the CTA 1957 might be a suitable option. 

Transition period scheduled to end on 5 April 2026

From 5 April 2026, all incorporated societies (apart from those incorporated under other legislation such as the CTA 1957) will fall under the ISA 2022, and the ISA 1908 will be fully repealed and replaced by the ISA 2022. 

It is possible that the scheduled end of the transition period might be extended, in the event of widespread problems or delays in relation to re-registering existing incorporated societies. However, existing societies should not rely upon the possibility of any such extension; they should consider and address their position in relation to re-registration as soon as possible. 

Get in touch

We have experts who are highly experienced in New Zealand incorporated societies law, regularly dealing with and resolving issues relating to the ISA 1908/2022 transition, incorporated society establishment and compliance, constitutional drafting, governance, charitable and tax-exempt status and other tax matters, and other aspects of incorporated societies’ operations. 

We advise and assist a wide range of incorporated societies, large and small, including industry/professional/trade associations, sports organisations at national, regional and local level, organisations representing iwi and hapu, residents’ associations, healthcare organisations, business/mainstreet associations, and educational organisations. 

Contact one of our incorporated societies law experts (below) if you have any questions about the ISA 2022 and its implications for you and your organisation.