Incorporated Societies Act 2022

1: Title
This Act is the Incorporated Societies Act 2022.
2: Commencement
1: Subpart 3
2: The rest of this Act comes into force on a date or dates to be appointed by the Governor-General by Order in Council, and 1 or more Orders in Council may be made appointing different dates for different provisions and for different purposes.
3: However,—
a: any provision of sections 268 to 270 Schedule 4
b: any other provision to which subsection (2) applies that has not earlier been brought into force comes into force on the expiry of the 18-month period that starts on the date of Royal assent.
4: An Order in Council made under this section is secondary legislation ( see Part 3 The following table is small in size and has 3 columns that are grouped under the heading Legislation Act 2019 requirements for secondary legislation made under this section. Legislation Act 2019 requirements for secondary legislation made under this section Publication PCO must publish it on the legislation website and notify it in the Gazette LA19 s 69(1)(c) Presentation The Minister must present it to the House of Representatives LA19 s 114 Disallowance It may be disallowed by the House of Representatives LA19 ss 115 116 This note is not part of the Act.
1: Preliminary provisions
3: Purposes
The purposes of this Act are to—
a: provide for the incorporation of societies that are carried on for lawful purposes other than for the financial gain of any of their members; and
b: provide a legislative framework that promotes high-quality governance of societies; and
c: make the law of societies more accessible; and
d: recognise the principles that—
i: societies are organisations with members who have the primary responsibility for holding the society to account; and
ii: societies should operate in a manner that promotes the trust and confidence of their members; and
iii: societies are private bodies that should be self-governing in accordance with their constitutions, any bylaws, and their own tikanga, kawa, culture, and practice, and should be free from inappropriate Government interference; and
iv: societies should not distribute profits or similar financial benefits to their members.
4: Overview
1: In this Act,—
a: this Part provides for preliminary matters, including the purposes of this Act and interpretation:
b: Part 2
c: Part 3
d: Part 4
e: Part 5
f: Part 6
2: This section is a guide only to the general scheme and effect of this Act.
5: Interpretation
1: In this Act, unless the context otherwise requires,— accounting period section 5(1) balance date section 99 100 charitable entity section 4(1) committee complaint section 38 contact details contact person sections 112 to 116 court see subpart 2 Part 6 dispute section 38 document section 4(1) financial statements section 6 infringement fee infringement notice section 162 infringement offence section 160 interested section 62 Minister Ministry member not-for-profit entity officer
a: means, in relation to a society,—
i: a natural person who is a member of the committee; or
ii: a natural person occupying a position in the society that allows the person to exercise significant influence over the management or administration of the society (for example, a treasurer or a chief executive); and
b: includes any class or classes of natural persons that are declared by regulations to be officers for the purposes of this Act; but
c: excludes any class or classes of natural persons that are declared by regulations not to be officers for the purposes of this Act register section 231 registered office section 110 Registrar section 240 regulations secured creditor society union Part 4
2: A requirement under this Act to provide the contact details
a: a physical or an electronic address used by the person; and
b: a telephone number that is used by the person.
3: In this Act, an entity ( A not-for-profit entity
a: A is one of the following:
i: a society incorporated under this Act:
ii: a charitable entity:
iii: any other society, institution, association, organisation, or trust that is not carried on for the private benefit of an individual, and whose funds are applied entirely or mainly for benevolent, philanthropic, cultural, charitable, sporting, or public purposes in New Zealand; and
b: in the case of paragraph (a)(iii), A’s rules, A’s constitution, or the instruments constituting, or defining the constitution of, A provide that, on A’s winding up, any surplus assets that remain after the settlement of A’s debts and liabilities must be given or transferred to 1 or more other entities that are not-for-profit entities within the meaning of this subsection.
4: For the purposes of this Act when considering whether a society is unable to pay its debts sections 287 to 291
5: The modifications under subsection (4) include treating the reference in section 288(3) section 178 sections 80 to 83
6: Transitional, savings, and related provisions
The transitional, savings, and related provisions set out in Schedule 1
7: Act binds the Crown
This Act binds the Crown.
2: Incorporation of societies
Eligibility
8: Eligibility to be incorporated society
1: Any 10 or more persons may apply to incorporate a society under this Act for any lawful purpose other than a purpose of being carried on for the financial gain of any of its members.
2: See subpart 2 Application for incorporation
9: Application for incorporation
An application for incorporation must—
a: contain, or be accompanied by, the information prescribed by the regulations; and
b: include the proposed name of the society; and
c: contain the name and contact details of at least 1 contact person; and
d: contain, or be accompanied by, a copy of the society's proposed constitution; and
e: contain, or be accompanied by, information about every person named as an officer, including the person’s consent to be an officer and a certificate that the person is not disqualified from being elected or appointed or otherwise holding office as an officer of the society; and
f: be accompanied by the fee prescribed by the regulations; and
g: otherwise be made in the manner prescribed by the regulations. 1908 No 212 ss 4 7
10: Registrar has discretion about nature and extent of consideration of application
1: The nature and extent of the consideration that the Registrar gives to an application for incorporation are at the Registrar’s discretion.
2: Nothing in this Act limits the Registrar's power to consider or reconsider at any time whether—
a: any of paragraphs (a), (b), and (d) to (f) of section 11(1)
b: the purposes of a society comply with this Act; or
c: the constitution of a society complies with this Act.
11: Registrar must refuse incorporation if name of society does not comply with requirements
1: The Registrar must refuse to incorporate a society under a name if, in the Registrar’s opinion,—
a: the use of the name would contravene any legislation; or
b: the name is identical or almost identical to the name of any other society, company carrying on business in New Zealand (whether incorporated in New Zealand or not), or other body corporate established or registered in New Zealand; or
c: the name is identical or almost identical to a name that has already been reserved under the Companies Act 1993
d: the name is likely to mislead the society’s members or the public about the society’s nature or identity; or
e: the name is offensive; or
f: the name does not include the word Incorporated Inc Manatōpū
2: If the Registrar refuses to incorporate a society under subsection (1), the society may be incorporated under a name that has been amended to address (to the Registrar’s satisfaction) the matter referred to in that subsection.
3: Subsection (1)(b) does not apply if—
a: the other society, company, or body corporate gives its consent in the manner prescribed by the regulations; and
b: the Registrar is satisfied that the society’s use of the name will not be contrary to the public interest. 1908 No 212 s 11 1993 No 105 s 22
12: Registrar must refuse incorporation if Registrar considers that purposes do not comply with Act
1: This section applies if the Registrar considers that the proposed purposes of a society include—
a: an unlawful purpose; or
b: a purpose of carrying on the society for the financial gain of any of its members ( see subpart 2
2: The Registrar must refuse to incorporate the society until the purposes are amended to address (to the Registrar’s satisfaction) the matter.
13: Registrar must refuse incorporation if Registrar considers that constitution does not comply with Act
1: This section applies if the Registrar considers that the proposed constitution of a society does not comply with this Act ( see subpart 3
2: The Registrar must refuse to incorporate the society until the constitution is amended to address (to the Registrar’s satisfaction) the matter.
14: Body corporate treated as equivalent to 3 members in some cases
A body corporate that is a proposed member or a member of a society must be treated as being 3 members for the purpose of determining the number of members under sections 8(1) 74 1908 No 212 s 31 Incorporation
15: Incorporation
1: The Registrar must, as soon as practicable after the Registrar receives a properly completed application for incorporation,—
a: enter the society’s name in the register (together with any other information relating to the society that the Registrar thinks appropriate); and
b: issue a certificate of incorporation; and
c: register the society’s constitution.
2: This section is subject to sections 8 11 to 13 1908 No 212 s 8
16: Society is body corporate
1: A society is, on and from the date of incorporation set out in the certificate of incorporation, a body corporate—
a: having perpetual succession; and
b: having the capacity, rights, powers, and privileges provided for in subpart 1
2: A society continues in existence until it is removed from the register. 1908 No 212 s 10 1993 No 105 s 15
17: Certificate of incorporation
1: A certificate of incorporation of a society issued under section 15
a: all the requirements of this Act about applying for incorporation have been complied with; and
b: on and from the date of incorporation stated in the certificate, the society is registered and incorporated under this Act.
2: See section 10(2) 1908 No 212 s 9 1993 No 105 s 14
3: Administration of societies
1: Capacity, powers, and validity of actions
18: Capacity and powers
1: A society has, both within and outside New Zealand,—
a: full capacity to carry on or undertake any activity, do any act, or enter into any transaction; and
b: for the purposes of paragraph (a), full rights, powers, and privileges.
2: Subsection (1) is subject to this Act, any other legislation, and the general law.
3: The society’s constitution may contain a provision relating to the capacity, rights, powers, or privileges of the society only if the provision restricts the capacity of the society or those rights, powers, and privileges. Examples
A society’s powers include (subject to any restrictions in its constitution under subsection (3)) powers to— buy, sell, exchange, develop, and mortgage property: borrow money and give security for it: enter into contracts and leases: employ people: receive and make gifts: issue negotiable instruments: belong to other societies or associations. See subpart 2 1993 No 105 s 16
19: Validity of actions
1: An act of a society or the transfer of property to or by a society is not invalid merely because the society did not have the capacity, right, or power to do the act or to transfer or take a transfer of the property.
2: Subsection (1) does not limit Part 4
3: The fact that an act is not, or would not be, in the best interests of a society does not affect the capacity of the society to do the act. 1993 No 105 s 17
20: Dealings between society and other persons
1: A society or its guarantor may not assert against a person dealing with the society that—
a: this Act or the society’s constitution has not been complied with:
b: a person named as an officer of the society in the register—
i: is not an officer of the society; or
ii: has not been properly elected or appointed; or
iii: does not have authority to exercise a power that, given the nature of the society, an officer ordinarily has authority to exercise:
c: a person held out by the society as an officer, employee, or agent of the society—
i: has not been properly elected or appointed; or
ii: does not have authority to exercise a power that, given the nature of the society, a person elected or appointed to that capacity ordinarily has authority to exercise:
d: a person held out by the society as an officer, employee, or agent of the society does not have the authority to exercise a power that the society holds them out as having:
e: a document issued on behalf of the society by an officer, employee, or agent of the society with actual or usual authority to issue the document is not valid or is not genuine.
2: However, a society or its guarantor may assert any of the matters referred to in subsection (1)(a) to (e) against a person dealing with the society if that person had, or ought to have had, because of the person’s position with or relationship to the society, knowledge of those matters.
3: Subsection (1) applies even if a person of the kind referred to in subsection (1)(b) to (e) acts fraudulently or forges a document that appears to have been signed on behalf of the society, unless the person dealing with the society has actual knowledge of the fraud or forgery.
4: In this section,— guarantor person dealing
a: includes, in the case of a transaction with a society, the other party to the transaction; and
b: includes a person who has acquired property, rights, or interests from a society. 1993 No 105 s 18
21: No notice or knowledge of constitution merely because it is registered or available for inspection
A person is not affected by, nor deemed to have notice or knowledge of the contents of, the constitution of a society or any other document relating to a society merely because the constitution or document is—
a: registered on the register; or
b: available for inspection at an office of the society. 1993 No 105 s 19
2: Financial gain
22: Society must not be carried on for financial gain of its members
1: A society must not be carried on for the financial gain of any of its members.
2: An officer of a society commits an offence and is liable on conviction to a fine not exceeding $50,000 if—
a: the society fails to comply with subsection (1); and
b: the failure took place with the officer’s authority, permission, or consent.
3: See subpart 4 section 210 1908 No 212 s 20(1), (2)
23: Financial gain
1: A society (or proposed society) must be treated as having a purpose of being carried on for the financial gain of any of its members if—
a: it distributes, or may distribute, any gain, profit, surplus, dividend, or other similar financial benefit to any of its members (whether in money or in kind); or
b: it has, or may have, capital that is divided into shares or stock held by its members; or
c: it holds, or may hold, property in which its members have a disposable interest (whether directly, or in the form of shares or stock in the capital of the society or otherwise).
2: A society must be treated as being carried on for the financial gain of any of its members if it acts as referred to in any of paragraphs (a) to (c) of subsection (1).
3: This section is subject to section 24
24: When society does not have financial gain purpose
1: A society (or proposed society) does not have a purpose of being carried on, and is not being carried on, for the financial gain of any of its members merely because it will or may—
a: engage in trade:
b: pay a member for matters that are incidental to the purposes of the society, and the member is a not-for-profit entity:
c: distribute funds to a member to further the purposes of the society (or proposed society), and the member—
i: is a not-for-profit entity; and
ii: is affiliated or closely related to the society (or proposed society); and
iii: has the same, or substantially the same, purposes as those of the society (or proposed society):
d: reimburse a member for reasonable expenses legitimately incurred on behalf of the society or while pursuing the society’s purposes:
e: provide benefits to members of the public, or of a class of the public, including members of the society or their families:
f: provide benefits to members or their families to alleviate hardship:
g: provide educational scholarships or grants to members or their families:
h: pay a member a salary, wages, or other payments for services, or enter into any other transaction with a member, on arm’s-length terms ( see
i: provide a member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the society:
j: have its surplus assets distributed under subpart 5
k: amalgamate with or into another society under subpart 2
l: in the case of a union,—
i: negotiate or arrange, in the ordinary course of promoting its members’ collective employment interests, the salaries, wages, or other terms or conditions of employment of its members; or
ii: do any other thing in the ordinary course of its activities as a union.
2: In addition, a society (or proposed society) does not have a purpose of being carried on, and is not being carried on, for the financial gain of any of its members merely because it is established for the protection or regulation of some trade, business, industry, or calling in which the members are engaged or interested, if the society itself does not engage or take part in the trade, business, industry, or calling, or any part or branch of it.
3: In subsection (1)(h), salary, wages, or other payments for services, or other transactions, are on arm’s-length terms
a: the terms—
i: would be reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or
ii: are less favourable to the member than the terms referred to in subparagraph (i); and
b: the salary, wages, or other payments for services, or other transaction, does not include any share of a gain, profit, or surplus, percentage of revenue, or other reward in connection with any gain, profit, surplus, or revenue of the society.
3: Constitution
25: Society must have constitution
Every society must have a constitution that complies with the requirements of this Act. Contents of constitution
26: What constitution must contain
1: The constitution must contain the following matters:
a: the name of the society ( see section 11
b: the purposes of the society ( see section 12
c: how a person becomes a member of the society, including a requirement that a person must consent to be a member ( see section 76
d: how a person ceases to be a member of the society; and
e: arrangements for keeping the society’s register of members up to date ( see section 79
f: the composition, roles, functions, powers, and procedures of the committee of the society, including—
i: the number of members that must or may be on the committee ( see section 45
ii: the election or appointment of officers; and
iii: the terms of office of the officers; and
iv: the functions and powers of the committee ( see section 46
v: grounds for removal from office of officers ( see section 50(1)(b)
vi: how the chairperson (if any) will be elected or appointed and whether that person will have a casting vote if there is an equality of votes; and
vii: the quorum and procedure for committee meetings, including voting procedures; and
g: how the contact person or persons will be elected or appointed ( see section 113
h: how the society will control and manage its finances; and
i: the method by which the constitution may be amended ( see sections 30 31
j: procedures for resolving disputes, including providing for how a complaint may be made ( see sections 38 to 44
k: arrangements and requirements for general meetings ( see sections 84 to 93
i: the intervals between annual general meetings; and
ii: the information that must be presented at general meetings; and
iii: when minutes are required to be kept; and
iv: the manner of calling general meetings; and
v: whether and, if so, how written resolutions may be passed in lieu of a general meeting for the purposes of section 89
vi: the time within which, and manner in which, notices of general meetings and notices of motion must be notified; and
vii: the quorum and procedure for general meetings, including voting procedures (for example, whether votes may be cast by post or by electronic means), procedures for proxies (if any), and whether the quorum takes into account members present by proxy or casting postal votes or votes by electronic means; and
viii: the arrangements and requirements for special general meetings under section 64(3) section 67
l: the nomination of a not-for-profit entity, or a class or description of not-for-profit entities, to which any surplus assets of the society should be distributed on a liquidation of the society or on, or to enable, the removal of the society from the register ( see section 5(3) subpart 5
2: Subsection (1)(j) does not limit a power to apply for an order, or take any other enforcement action, under Part 4
3: Subsection (1)(l) does not apply to a racing club within the meaning of section 5(1) 1908 No 212 s 6
27: Constitution must not give members rights or interests in society’s property
The constitution must not purport to confer on any member any right, title, or interest (legal or equitable) in the property of the society.
28: Bylaws, and tikanga, kawa, culture, or practice, and other matters
1: The constitution may contain any other matters that are not inconsistent with this Act or any other legislation, including providing for—
a: whether and, if so, how the society can make bylaws:
b: the society to express its tikanga, kawa, culture, or practice:
c: reasonable penalties to be imposed on any member (and for the consequences of the non-payment of any subscription or penalty):
d: any other matter relevant to the society’s operations or affairs.
2: A bylaw purportedly made by a society has no effect to the extent that it contravenes, or is inconsistent with, this Act, any other legislation, or the society’s constitution.
3: The making, amendment, revocation, or replacement of a bylaw is not an amendment of the society’s constitution. 1922 No 27 s 3 1953 No 80 s 4 Effect of constitution
29: Effect of constitution
1: The constitution of a society has no effect to the extent that it contravenes, or is inconsistent with, this Act or any other Act.
2: The constitution of a society is binding, in accordance with its terms, as between—
a: the society and each member; and
b: each member.
3: The constitution of a society is binding, in accordance with its terms, on each officer.
4: Subsections (2) and (3) are subject to the rest of this Act. 1993 No 105 s 31 Amendments to constitution
30: Society may amend constitution
1: A society may amend its constitution in the manner provided by the constitution.
2: Every amendment to a society’s constitution must be—
a: in writing; and
b: approved at a general meeting of the society by a resolution passed by the relevant majority (or by a resolution passed in lieu of a meeting in accordance with section 89
c: otherwise made in accordance with its constitution.
3: A relevant majority
a: a simple majority of the votes of those members entitled to vote and voting on the question; or
b: if a higher majority is required by the constitution, that higher majority of the votes of those members entitled to vote and voting on the question.
4: This section is subject to section 31 1908 No 212 s 21(1), (2)
31: Minor or technical amendments
1: A society may amend its constitution under this section if the amendment—
a: has no more than a minor effect; or
b: corrects errors or makes similar technical alterations.
2: The committee of the society must, in accordance with its constitution, ensure that written notice of the amendment is sent to every member of the society.
3: The notice must state—
a: the text of the amendment; and
b: the right of the member to object to the amendment.
4: If no objection from a member is received within 20 working days after the date on which the notice is sent (or any longer period specified in the society’s constitution), the committee of the society may make the amendment.
5: However, if such an objection is received, the society may not make the amendment under this section.
32: Amended constitution must continue to comply
A society’s constitution, as amended under section 30 31
33: Society must give Registrar copy of amendment and amended constitution
1: A society must ensure that a copy of an amendment to its constitution and a copy of the constitution as amended are given to the Registrar within 25 working days after the amendment—
a: is approved under section 30
b: is made under section 31
2: The copy of the amendment and the copy of the constitution as amended must be accompanied by the information prescribed by the regulations (if any), and a certificate from an officer certifying that—
a: the officer is authorised by the society to give the certificate; and
b: the amendment was made in accordance with section 30 31
c: the society’s constitution, as amended, will continue to comply with the requirements of this Act.
3: The certificate must include a brief description of the nature of the amendment.
4: If the copy of the amendment and the copy of the constitution as amended that are given to the Registrar are in conflict, the copy of the amendment prevails.
34: Registration of amendment
1: The Registrar must register an amendment given under section 33
a: the amendment was made in accordance with section 30 31
b: the society’s constitution, as amended, will continue to comply with the requirements of this Act.
2: The amendment takes effect from the date of registration.
3: Registration of the amendment is conclusive evidence that all requirements relating to the making, or registration, of the amendment were complied with.
4: Subsection (3) is subject to section 35 1908 No 212 s 21(3)
35: Court may amend constitution
1: A court may, on the application of a society or a member of a society, make an order amending the constitution of the society if it is satisfied of 1 or more of the following:
a: the constitution does not comply with the requirements of this Act:
b: an amendment to the constitution was not made in accordance with section 30 31
c: it is not reasonably practicable for the society to amend the constitution itself using the procedure set out in its constitution:
d: the constitution is operating, or is likely to operate, in an oppressive, unfairly discriminatory, or unfairly prejudicial manner:
e: for any other reason, it is just and equitable to amend the constitution.
2: The Registrar must amend the constitution on the register after receiving a sealed copy of the order or on a later date specified in the order.
3: The amendment takes effect from the date on which the constitution on the register is amended. 1908 No 212 s 21(3A)
36: Amendment where constitution is oppressive, unfairly discriminatory, or unfairly prejudicial
1: If a court makes an order under section 35 section 35(1)(d)
2: Subsection (1) does not apply if the court orders otherwise.
3: This section applies despite anything else in this Act.
37: Change of name cannot be made by amending constitution
The name of a society in its constitution may be amended only in accordance with sections 117 to 120 Procedures in constitution for resolving disputes
38: Meanings of dispute and complaint
1: A disagreement or conflict is a dispute
a: it is between—
i: 2 or more members; or
ii: 1 or more members and the society; or
iii: 1 or more members and 1 or more officers; or
iv: 2 or more officers; or
v: 1 or more officers and the society; or
vi: 1 or more members or officers and the society; and
b: the disagreement or conflict relates to an allegation that—
i: a member or an officer has engaged in misconduct; or
ii: a member or an officer has breached, or is likely to breach, a duty under the society’s constitution or bylaws or this Act; or
iii: the society has breached, or is likely to breach, a duty under the society’s constitution or bylaws or this Act; or
iv: a member’s rights or interests as a member have been damaged or members’ rights or interests generally have been damaged.
2: A member, an officer, or a society makes a complaint
a: the member or officer starts a procedure for resolving a dispute in accordance with the constitution; or
b: the society starts a procedure for resolving a dispute in accordance with the constitution (for example, the society starts a disciplinary action against a member or an officer in relation to an allegation referred to in subsection (1)(b)(i) or (ii)).
3: In this section, a reference to—
a: a member is a reference to a member acting in their capacity as a member:
b: an officer is a reference to an officer acting in their capacity as an officer.
39: Procedures for resolving disputes must be consistent with natural justice
The procedures in a society’s constitution for resolving disputes must be consistent with the rules of natural justice.
40: Society may choose to include procedures in Schedule 2
A society may choose to include all or any of the procedures in clauses 2 to 8
41: Safe harbour if Schedule 2 is used
1: The procedures in a society’s constitution for resolving disputes must be treated as being consistent with the rules of natural justice if those procedures consist of—
a: all of the procedures in clauses 2 to 8
b: any additional procedures that are consistent with those procedures.
2: Subsection (1) does not prevent a society from having other procedures in its constitution for resolving disputes (as long as those procedures are consistent with the rules of natural justice).
42: Constitution may provide for types of dispute resolution
1: A society’s constitution may provide that all or certain kinds of disputes must or may be submitted to any type of dispute resolution, including—
a: consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice); and
b: determinative dispute resolution (for example, arbitration under the Arbitration Act 1996
2: This section and section 43 Example
An incorporated society ( T T’s constitution must not provide for employment relationship problems to be dealt with by arbitration because that would be inconsistent with that section.
43: Provisions relating to arbitration
1: If a society’s constitution provides that a dispute must or may be submitted to arbitration under the Arbitration Act 1996
2: A society’s constitution may prescribe procedural matters (not inconsistent with the Arbitration Act 1996
44: Constitution may provide for appeal or review
A society’s constitution may provide for whether and, if so, how a decision made under the procedures for resolving disputes may be subject to an appeal or a review.
4: Committee and officers
Committee
45: Committee
1: Every society must have a committee.
2: The committee must comprise 3 or more officers who are qualified to be elected or appointed under section 47
3: A majority of the officers on the committee must be made up of either or both of the following:
a: members of the society:
b: representatives of bodies corporate that are members of the society. Example
A society ( society A Two of the officers are members of society A. One of the other officers represents another incorporated society ( society B The other 2 officers are independent officers.
4: Subsection (3) does not apply in the circumstances prescribed in the regulations.
46: Management of society
1: The operation and affairs of a society must be managed by, or under the direction or supervision of, its committee.
2: The committee has all the powers necessary for managing, and for directing and supervising the management of, the operation and affairs of the society.
3: This section is subject to any modifications, exceptions, or limitations contained in this Act or in the society's constitution. 1993 No 105 s 128
47: Qualifications of officers
1: Every officer of a society must be a natural person.
2: A natural person who is not disqualified by subsection (3) may be elected or appointed as an officer of the society, so long as that person—
a: has consented in writing to be an officer; and
b: certifies that they are not disqualified from being elected or appointed or otherwise holding office as an officer of the society.
3: The following persons are disqualified from being elected or appointed or otherwise holding office as an officer of a society:
a: a person who is under 16 years of age:
b: a person who is an undischarged bankrupt:
c: a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993 Financial Markets Conduct Act 2013 Takeovers Act 1993
d: a person who is disqualified from being an officer of a charitable entity under section 36C
e: a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years:
i: an offence under subpart 6
ii: a crime involving dishonesty (within the meaning of section 2(1)
iii: an offence under section 143B
iv: an offence under section 22(2)
v: an offence, in a country, State, or territory other than New Zealand, that is substantially similar to an offence specified in subparagraphs (i) to (iv):
vi: a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere:
f: a person who is subject to any of the following orders:
i: a banning order under subpart 7
ii: an order under section 108
iii: a forfeiture order under the Criminal Proceeds (Recovery) Act 2009
iv: a property order made under the Protection of Personal and Property Rights Act 1988 section 32
g: a person who is subject to an order that is substantially similar to an order referred to in paragraph (f) under a law of a country, State, or territory outside New Zealand that is a country, State, or territory prescribed by the regulations:
h: in relation to any particular society, a person who does not comply with any qualifications for officers contained in the society’s constitution.
4: A natural person who is disqualified from being an officer but who acts as an officer is an officer for the purposes of a provision of this Act that imposes a duty or an obligation on an officer. 1993 No 105 s 151 Section 47(3)(d) amended 5 October 2023 section 38 Charities Amendment Act 2023
48: Registrar may waive disqualifying factors
1: The Registrar may, on an application made in the manner prescribed by the regulations (if any), waive the application of any of the disqualifying factors set out in section 47(3)(b) to (g)
2: If the Registrar waives the application of a disqualifying factor, the person to whom the waiver relates must not be treated as being disqualified from being an officer of the society because of that factor. Example
The purposes of an incorporated society ( A The Registrar considers that it may be useful for A’s committee to include a person who has been convicted of an offence specified in section 47(3)(e). The Registrar, accordingly, waives the disqualifying factor in that paragraph in relation to a particular person and A. 2005 No 39 s 16(4), (5)
49: Other provisions relating to waivers
1: A waiver of a disqualifying factor may be granted on the terms or conditions that the Registrar thinks fit.
2: The Registrar may—
a: vary a waiver in the same way as a waiver may be granted:
b: revoke a waiver that has been granted. 2005 No 39 s 16(6)–(8) Officer ceasing to hold office
50: Officer ceasing to hold office
1: A person ceases to be an officer of a society if the person—
a: resigns in accordance with subsection (2); or
b: is removed from office in accordance with the society’s constitution; or
c: becomes disqualified from being an officer under section 47(3)
d: dies; or
e: otherwise vacates office in accordance with the society’s constitution.
2: An officer of a society may resign office—
a: in the manner provided in the constitution; or
b: if the constitution does not provide for a manner, by signing a written notice of resignation and giving it to the society.
3: The notice of resignation is effective when it is received by the society or at a later time specified in the notice. 1993 No 105 s 157(1), (2)
51: Former officer remains liable for past acts, omissions, and decisions
1: Despite vacating office as an officer, a person who has held office as an officer remains liable under the provisions of this Act that impose liabilities on officers for acts and omissions and decisions made while that person was an officer.
2: See Limitation Act 2010 1993 No 105 s 157(3) Notice of election or appointment and of other changes
52: Notice of elections or appointments and of other changes relating to officers
1: The society must ensure that notice of the following is given to the Registrar:
a: an election or appointment of an officer:
b: a person ceasing to hold office as an officer:
c: a change in information relating to an officer that is prescribed by the regulations.
2: The notice must be given to the Registrar in the manner prescribed by the regulations (if any) within 20 working days after the society first becomes aware of the matter. Validity of acts
53: Validity of officer’s acts
The acts of a person as an officer are valid even though—
a: the person’s election or appointment was defective; or
b: the person is not qualified for election or appointment. 1993 No 105 s 158 Officers’ duties
54: Duty of officers to act in good faith and in best interests of society
1: An officer, when exercising powers or performing duties as an officer, must act in good faith and in what the officer believes to be the best interests of the society.
2: This section does not limit the power of an officer to make provision for the benefit of employees of the society in connection with the society ceasing to carry on the whole or part of its activities.
3: In subsection (2), employees 1993 No 105 ss 131 132
55: Powers must be exercised for proper purpose
An officer must exercise a power as an officer for a proper purpose. 1993 No 105 s 133
56: Officers must comply with Act and constitution
An officer must not act, or agree to the society acting, in a manner that contravenes this Act or the constitution of the society. 1993 No 105 s 134
57: Officer’s duty of care
An officer, when exercising powers or performing duties as an officer, must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances, taking into account, but without limitation,—
a: the nature of the society; and
b: the nature of the decision; and
c: the position of the officer and the nature of the responsibilities undertaken by them. 1993 No 105 s 137
58: Duty relating to activities that create substantial risk of serious loss to creditors
An officer must not—
a: agree to the activities of the society being carried on in a manner likely to create a substantial risk of serious loss to the society’s creditors; or
b: cause or allow the activities of the society to be carried on in a manner likely to create a substantial risk of serious loss to the society’s creditors. 1993 No 105 s 135
59: Duty in relation to obligations
An officer must not agree to the society incurring an obligation unless the officer believes at that time on reasonable grounds that the society will be able to perform the obligation when it is required to do so. 1993 No 105 s 136
60: Use of information and advice
1: An officer, when exercising powers or performing duties as an officer, may rely on reports, statements, and financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:
a: an employee of the society whom the officer believes on reasonable grounds to be reliable and competent in relation to the matters concerned:
b: a professional adviser or expert in relation to matters that the officer believes on reasonable grounds to be within the person’s professional or expert competence:
c: any other officer or subcommittee of officers upon which the officer did not serve in relation to matters within the officer’s or subcommittee’s designated authority.
2: However, subsection (1) applies to an officer only if the officer—
a: acts in good faith; and
b: makes proper inquiry where the need for inquiry is indicated by the circumstances; and
c: has no knowledge that the reliance is unwarranted. 1993 No 105 s 138
61: Duties owed to society
The duties in sections 54 to 59 1993 No 105 s 169(3) Conflict of interest disclosure rules
62: When officer has interest
1: An officer ( A interested
a: may obtain a financial benefit from the matter; or
b: is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, sibling, nephew, niece, uncle, aunt, or first cousin of a person who may obtain a financial benefit from the matter; or
c: may have a financial interest in a person to whom the matter relates; or
d: is a partner, director, officer, board member, or trustee of a person who may have a financial interest in a person to whom the matter relates; or
e: is interested in the matter because the society’s constitution so provides.
2: However, A is not interested in a matter—
a: merely because A receives an indemnity, insurance cover, remuneration, or other benefits authorised under this Act; or
b: if A’s interest is the same or substantially the same as the benefit or interest of all or most other members of the society due to the membership of those members; or
c: if A’s interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence A in carrying out A’s responsibilities under this Act or the society’s constitution; or
d: if A’s interest is of a kind that is specified in the society’s constitution for the purposes of this subsection.
3: Subsection (2)(d) applies only if the conditions prescribed by the regulations (if any) are satisfied.
4: In this section and sections 63 to 65 matter
a: a society’s performance of its activities or exercise of its powers; or
b: an arrangement, an agreement, or a contract (a transaction 2004 No 115 s 62
63: Duty to disclose interest
1: An officer who is interested in a matter relating to the society must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)—
a: to the committee; and
b: in an interests register kept by the committee.
2: Disclosure under subsection (1) must be made as soon as practicable after the officer becomes aware that they are interested in the matter. 2004 No 115 ss 63 65
64: Consequences of being interested in matter
1: A member of the committee who is interested in a matter relating to a society—
a: must not vote or take part in a decision of the committee relating to the matter; and
b: must not sign any document relating to the entry into a transaction or the initiation of the matter; but
c: may take part in any discussion of the committee relating to the matter and be present at the time of the decision of the committee (unless the committee decides otherwise).
2: However,—
a: a member of the committee who is prevented from voting on a matter under subsection (1) may still be counted for the purpose of determining whether there is a quorum at any meeting at which the matter is considered; and
b: subsection (1)(a) or (b) does not apply to a member of the committee ( A
3: Despite subsection (2), if 50% or more of the members of the committee are prevented from voting on the matter under subsection (1), a special general meeting of the society must be called to consider and determine the matter. 2004 No 115 s 66
65: Consequences of failing to disclose interest
1: The committee must, in the manner prescribed by the regulations (if any), notify the members of the society of a failure to comply with section 63 or 64
2: A failure to comply with section 63 or 64
3: However, subsection (2) does not limit the right of any person to apply for judicial review. 2004 No 115 s 67
66: Regulations may provide for how members are notified
1: Regulations made for the purposes of section 65(1)
2: The regulations may instead require notification to be made to members as a group (for example, by way of a notice on an Internet site that is reasonably accessible to the members generally).
67: Constitution may negate, limit, or modify conflict of interest requirements
1: The constitution of a society may negate, limit, or modify any provisions of sections 63 64 65(1) 73
2: The constitution of a society may negate or limit the society’s ability to avoid a transaction under section 68(1)
3: This section does not limit sections 68(2) to (4) 69 to 72
68: Avoidance of transactions
1: A transaction entered into by the society in which an officer of the society is interested may be avoided by the society at any time before the expiry of 3 months after the transaction is notified under section 65(1)
2: However, a transaction cannot be avoided if the society receives fair value under it ( see section 69
3: A transaction in which an officer is interested can only be avoided on the ground of the officer’s interest in accordance with this section.
4: A provision of a constitution is of no effect to the extent that it purports to allow a transaction to be avoided in circumstances in which the transaction could not otherwise be avoided under this Act. 1993 No 105 s 141(1), (2), (6)
69: What is fair value
1: For the purposes of section 68
2: If a transaction is entered into by the society in the ordinary course of its activities and on usual terms and conditions, the society is presumed to receive fair value under the transaction. 1993 No 105 s 141(3), (4)
70: Onus of proving fair value
1: A person who is seeking to uphold a transaction and who knew or ought to have known of the officer's interest at the time the transaction was entered into has the onus of establishing fair value.
2: In any other case, the society has the onus of establishing that it did not receive fair value. 1993 No 105 s 141(5)
71: Effect on third parties
The avoidance of a transaction under section 68
a: from a person other than the society; and
b: for valuable consideration; and
c: without knowledge of the circumstances of the transaction under which the person referred to in paragraph (a) acquired the property from the society. 1993 No 105 s 142
72: Application of provisions in case of certain payments, indemnities given, or insurance provided
Sections 63 to 66 68
a: a salary, wages, or other payments paid to an officer as referred to in section 24(1)(h)
b: an indemnity given or insurance provided in accordance with subpart 6 1993 No 105 s 143
73: Interests register
1: The committee must keep and maintain a register of disclosures made by officers under section 63 interests register
2: An officer of the society may inspect the interests register at any reasonable time.
5: Members
74: Society must have at least 10 members
1: A society must continue to have at least 10 members.
2: An act of a society or the transfer of property to or by a society is not invalid merely because the society does not have at least 10 members.
75: Registrar may act if society has fewer than 10 members
1: The Registrar may, if the Registrar is satisfied that a society has fewer than 10 members, give the society written notice—
a: requiring it to increase its membership in order to comply with section 74
b: informing it that, if the society does not comply with that section within 6 months after the date of the notice, the Registrar may—
i: apply to the High Court to put the society into liquidation; or
ii: remove the society from the register under subpart 1
2: The Registrar may, if the society does not comply with section 74
a: make an application under section 212
b: act under subpart 1
76: Consent to become member
1: A person must consent to become a member of a society.
2: The consent of a body corporate ( A
77: Members have no right to property of society
Membership of a society does not confer on a member any right, title, or interest, either legal or equitable, in the property of the society. 1908 No 212 s 14
78: Liability of members
1: A member is not liable for an obligation of a society by reason only of being a member.
2: The liability of a person to a society in their capacity as a member is limited to—
a: any amount unpaid on the membership of the member:
b: any liability as a member expressly provided for in the society’s constitution.
3: Nothing in this section affects the liability of a member of a society to the society under a contract, or for any tort, breach of a fiduciary duty, or other actionable wrong committed by the member. 1993 No 105 s 97
79: Register of members
1: Every society must keep a register of its members.
2: The register must contain—
a: the name of each member; and
b: the last known contact details of each member; and
c: the date on which each person became a member; and
d: all other information prescribed by the regulations (if any).
3: Every society must update its register of members as soon as practicable after becoming aware of changes to the information recorded on the register. 1908 No 212 s 22 Access to information for members
80: Information for members
1: A member may at any time make a written request to a society for information held by the society.
2: The request must specify the information sought in sufficient detail to enable it to be identified.
3: The society must, within a reasonable time after receiving a request,—
a: provide the information; or
b: agree to provide the information within a specified period; or
c: agree to provide the information within a specified period if the member pays a reasonable charge to the society (which must be specified and explained) to meet the cost of providing the information; or
d: refuse to provide the information, specifying the reasons for the refusal.
4: Nothing in this section or section 81 82 section 22 1993 No 105 s 178(1)–(3)
81: Grounds for refusing request
1: A society may refuse to provide the information if—
a: withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons; or
b: the disclosure of the information would, or would be likely to, prejudice the commercial position of the society or of any of its members; or
c: the disclosure of the information would, or would be likely to, prejudice the commercial position of any other person, whether or not that person supplied the information to the society; or
d: the information is not relevant to the operation or affairs of the society; or
e: the request for the information is frivolous or vexatious.
2: Subsection (1) does not limit the reasons for which a society may refuse to provide the information.
3: However, the constitution of a society may negate subsection (2) (with the effect that the reasons for which a society may refuse to provide the information are limited to those in subsection (1)). 1993 No 105 s 178(4)
82: Member may withdraw request if there is charge for information
If the society requires the member to pay a charge for the information, the member may withdraw the request, and must be treated as having done so unless, within 10 working days after receiving notification of the charge, the member informs the society—
a: that the member will pay the charge; or
b: that the member considers the charge to be unreasonable. 1993 No 105 s 178(5)
83: Court orders relating to information
1: A court may, on the application of a member who has made a request for information under section 80
a: the period specified for providing the information is unreasonable; or
b: the charge set by the society is unreasonable; or
c: the society does not have sufficient reason to refuse to supply the information; or
d: the society has sufficient reason to refuse to supply the information but other reasons exist that outweigh the refusal.
2: The order is an order requiring the society to supply the information within the time or on payment of the charge that the court thinks fit.
3: The court may also specify in the order—
a: the use that may be made of the information; and
b: the persons to whom it may be disclosed.
4: The court may make an order for the payment of costs that it thinks fit. 1993 No 105 s 178(6)–(9) General meetings
84: Annual general meetings
1: Every society must call an annual general meeting of members to be held—
a: not later than 6 months after the balance date of the society; and
b: not later than 15 months after the previous annual general meeting.
2: However, a society does not have to hold its first annual general meeting in the calendar year of its incorporation but must hold that meeting within 18 months after its incorporation.
3: The society must—
a: hold the meeting on the date on which it is called to be held and in accordance with its constitution; and
b: ensure that minutes of the meeting are kept.
4: If a society is a union or is of a kind prescribed by the regulations, the society’s constitution may provide that a right to attend an annual general meeting applies only to delegates or other representatives of members (rather than to all members).
85: Irregularities in calling meeting
1: An irregularity in the manner of calling a general meeting of a society is waived if all the members entitled to attend and vote at the meeting attend the meeting without protest as to the irregularity, or if all such members agree to the waiver.
2: An accidental omission to give notice of a meeting to, or a failure to receive notice of a meeting by, a member does not invalidate the proceedings at that meeting.
3: Subsection (2) is subject to the constitution of the society. 1993 No 105 Schedule 1 cl 2(3), (3A)
86: Information to be presented at annual general meeting
1: The committee must, at each annual general meeting, present the following information:
a: an annual report on the operations and affairs of the society during the most recently completed accounting period:
b: the financial statements of the society for that period:
c: notice of the disclosures, or types of disclosures, made under section 63
2: The annual report must contain the information prescribed by the regulations (if any).
3: In subsection (1)(c), matters section 62
87: Methods of holding meetings
1: A general meeting of a society must be held by a quorum of persons—
a: being assembled together at the time and place appointed for the meeting; or
b: participating in the meeting by means of audio link, audiovisual link, or other electronic communication; or
c: by a combination of both of the methods described in paragraphs (a) and (b).
2: This section is subject to the society’s constitution.
3: See sections 26(1)(k) 93
88: Right of access to financial statements and minutes of meeting
1: A member may, at any time, make a written request to the society for either or both of the following:
a: the financial statements of the society that were presented at the most recent annual general meeting of the society:
b: the minutes of the most recent general meeting of the society.
2: The society must, within a reasonable period after receiving the request and without charge, provide the requested information to the member.
3: Sections 80 81 Resolutions in lieu of meeting
89: Resolution in lieu of meeting
1: This section and sections 90 to 92 section 26(1)(k)(v)
2: A written resolution is as valid for the purposes of this Act and the constitution as if it had been passed at a general meeting if it is approved by no less than 75% (or a higher percentage required by the constitution) of the number of members who are entitled to vote.
3: A written resolution under this section may consist of 1 or more documents in similar form (including letters, electronic mail, or other similar means of communication) each approved by or on behalf of 1 or more of the persons specified in subsection (2).
4: For the purposes of this section, a member may give their approval by—
a: signing the resolution; or
b: giving their approval to the resolution in any other manner permitted by the constitution (for example, by electronic means).
5: This section does not limit section 84
90: Proposed resolution in lieu must be sent to members entitled to vote
1: The society must ensure—
a: that a proposed resolution under section 89 circulation date
b: that the proposed resolution is sent to an address for each person who is entitled to vote; and
c: as far as is reasonably practicable, that the proposed resolution is sent under paragraph (b) on the circulation date; and
d: that a proposed resolution sent under paragraph (b) is accompanied by a statement of the effect of subsection (2).
2: A proposed resolution lapses if it is not passed under section 89
3: In this section and section 92 address A
a: the address (including an electronic address) specified by A for the relevant purpose; or
b: the actual or last known address (including an electronic address) for A, if—
i: paragraph (a) does not apply; or
ii: the society knows that the address referred to in paragraph (a) is not correct.
91: Accidental omission does not invalidate resolution in lieu
An accidental omission to send a proposed resolution or statement under section 90 section 89
92: Society must send copy of passed resolution in lieu to certain members
The society must, within 5 working days after a resolution is passed under section 89 Voting by proxy, postal voting, and voting by electronic means
93: Constitution may permit voting by proxy, post, and electronic means
1: This section applies if this Act requires or permits the members of a society to vote on a matter (for example, to approve a resolution to amend the society’s constitution under section 30
2: The members may vote in 1 or more of the following ways if permitted by the society’s constitution:
a: vote by proxy:
b: cast a postal vote:
c: cast a vote by electronic means.
3: See section 26(1)(k)
6: Indemnities or insurance for officers, members, or employees of society
94: Society restricted from indemnifying or effecting insurance for its own officers, members, and employees
1: A society must not, except in accordance with this subpart, indemnify, or directly or indirectly effect insurance for, an officer, a member, or an employee of the society for—
a: liability for any act or omission in their capacity as an officer, a member, or an employee of that society; or
b: costs incurred by the officer, member, or employee of that society in defending or settling any claim or proceeding relating to that liability.
2: An indemnity given in breach of this subpart is void.
3: In this subpart,— effect insurance employee indemnify member officer 2013 No 69 ss 526 530
95: Society may indemnify or effect insurance for person in their capacity as employee of third person
Section 94 A Example
An incorporated society ( T B T may effect insurance for its members for liability for acts or omissions as employees of B (or for associated costs).
96: Permitted indemnities for certain liabilities or costs
1: A society may indemnify an officer, a member, or an employee of the society for—
a: liability to any person other than the society for any act or omission in their capacity as an officer, a member, or an employee of that society (not being a liability specified in subsection (2)); or
b: costs incurred by the officer, member, or employee in defending or settling any claim or proceeding relating to that liability.
2: The liability specified in this subsection is—
a: criminal liability; or
b: a liability that arises out of a failure to act in good faith and in what the officer, member, or employee believes to be the best interests of the society when acting in their capacity as an officer, a member, or an employee of the society.
3: A society may indemnify an officer, a member, or an employee of the society for any costs incurred by them in defending or settling a proceeding that relates to liability of a kind referred to in section 94(1)(a)
a: judgment is given in their favour or if they are acquitted; or
b: the proceeding is discontinued.
4: This section is subject to section 98 2013 No 69 s 527
97: Permitted insurance for certain liability or costs
1: A society may, with the prior approval of its committee, effect insurance for an officer, a member, or an employee of the society in respect of—
a: liability (other than criminal liability) of a kind referred to in section 94
b: costs incurred by the officer, member, or employee in defending or settling any claim or proceeding relating to that liability; or
c: costs incurred by the officer, member, or employee in defending any criminal proceedings—
i: that have been brought against the officer, member, or employee in relation to any alleged act or omission in their capacity as an officer, a member, or an employee; and
ii: in which they are acquitted.
2: The officers of the society who vote in favour of authorising the insurance under subsection (1) must sign a certificate stating that, in their opinion, the cost of effecting the insurance is fair to the society.
3: The officer, member, or employee who is insured is personally liable to the society for the cost of effecting insurance if—
a: subsection (2) or section 98
b: reasonable grounds did not exist for the opinion set out in the certificate given under subsection (2).
4: However, subsection (3) does not apply to the extent that the insurance was fair to the society at the time the insurance was effected. 2013 No 69 s 528
98: Indemnity or insurance for breach of officers’ duties, etc, must be expressly authorised by society’s constitution
1: Despite sections 96 97
2: The matters are—
a: liability (other than criminal liability) for a failure to comply with—
i: a duty under sections 54 to 61
ii: any other duty imposed on the officer in their capacity as an officer:
b: costs incurred by the officer for any claim or proceeding relating to that liability.
7: Accounting records, financial reporting, and annual returns
Balance date
99: Balance date of charitable entities
The balance date section 41(3) to (7)
100: Balance date of other societies
1: The balance date
a: the date specified in the constitution as the society’s balance date; or
b: any other date that the committee adopts as the society’s balance date (if the balance date is not specified under paragraph (a)); or
c: 31 March (if the balance date is not specified under paragraph (a) or (b)).
2: The following apply to a society (other than a charitable entity):
a: the society must have a balance date in each calendar year (subject to paragraphs (b) to (d)):
b: the society need not have a balance date in the calendar year in which it is incorporated if its first balance date is in the following calendar year and is not later than 15 months after the date of its incorporation:
c: the society may change its balance date without the approval of the Registrar if—
i: the period between any 2 balance dates does not exceed 15 months; and
ii: the society continues to have a balance date in each calendar year:
d: the society may change its balance date with the approval of the Registrar before the change is made (and the change may be approved with or without conditions).
3: If the balance date is specified in the society’s constitution, a change must be made in accordance with section 30 31 Accounting records
101: Accounting records must be kept
1: The committee must ensure that there are kept at all times accounting records that—
a: correctly record the transactions of the society; and
b: allow the society to produce financial statements that comply with the requirements of this Act; and
c: would enable the financial statements to be readily and properly audited (if required under any legislation or the society’s constitution).
2: The committee must establish and maintain a satisfactory system of control of the society’s accounting records.
3: The accounting records must be kept—
a: in written form in English or te reo Māori; or
b: in a form or manner that is easily accessible and convertible into written form in English or te reo Māori.
4: The accounting records must be kept for the current accounting period and for the last 7 completed accounting periods of the society. 1993 No 105 s 194 Financial reporting
102: Annual financial statements must be prepared and registered
1: Every society must ensure that, within 6 months after the balance date of the society, financial statements are—
a: completed in relation to the society and that balance date; and
b: dated and signed by or on behalf of the society by 2 members of the committee.
2: The financial statements must be prepared in accordance with,—
a: in the case of a specified not-for-profit entity, generally accepted accounting practice; or
b: in the case of a small society, any of the following:
i: generally accepted accounting practice; or
ii: a non-GAAP standard that applies for the purposes of this section; or
iii: the requirements set out in section 104
c: in any other case, either of the following:
i: generally accepted accounting practice:
ii: a non-GAAP standard that applies for the purposes of this section.
3: Every society must ensure that, within 6 months after the balance date of the society, copies of the financial statements of the society for the period ending on that date are given to the Registrar for registration. 1993 No 105 s 201
103: Definitions relating to financial reporting
1: In this subpart,— applicable auditing and assurance standard section 5(1) generally accepted accounting practice section 8 non-GAAP standard section 5(1) qualified auditor section 35
2: In this subpart, a society is, in respect of an accounting period,—
a: a specified not-for-profit entity section 46
b: a small society
i: in each of the 2 preceding accounting periods of the society, the total operating payments of the society are less than $50,000; and
ii: as at the balance date of each of the 2 preceding accounting periods, the total current assets of the society are less than $50,000; and
iii: at the balance date of the accounting period, the society is not an entity described in section LD 3(2)
3: Subsection (4) applies for the purposes of this subpart if—
a: a society is preparing financial statements for an accounting period (the relevant period
b: the society does not have 2 preceding accounting periods as referred to in subsection (2)(b). Example
A society is preparing financial statements for an accounting period ending on 31 December 2026. The society was only incorporated in 2025. The society cannot apply the test as to whether it is a small society in subsection (2)(b) because it was not in existence for 2 accounting periods before the relevant period. Instead, it may apply the test in subsection (4).
4: The society is a small society
a: in the relevant period, the total operating payments of the society are less than $50,000; and
b: as at the balance date of the relevant period, the total current assets of the society are less than $50,000; and
c: at the balance date of the relevant period, the society is not an entity described in section LD 3(2) of the Income Tax Act 2007 (a donee organisation).
5: For the purposes of this section, total current assets
104: Minimum requirements for financial statements of small societies
For the purposes of section 102(2)(b)(iii)
a: contain the following information:
i: the income and expenditure, or receipts and payments, of the society during the accounting period; and
ii: the assets and liabilities of the society at the close of the accounting period; and
iii: all mortgages, charges, and other security interests of any description affecting any of the property of the society at the close of the accounting period; and
b: otherwise comply with requirements prescribed by the regulations.
105: Annual financial statements of certain societies must be audited
1: Every society that is of a kind prescribed by the regulations must ensure that the financial statements that are required to be prepared under section 102
2: See sections 37 to 39
3: An auditor must, in carrying out an audit for the purposes of this section, comply with all applicable auditing and assurance standards.
106: Auditor must report to members
1: The auditor of a society (if any) must make a report to the members on the financial statements audited by the auditor.
2: The auditor’s report must comply with the requirements of all applicable auditing and assurance standards. 1993 No 105 s 207B
107: Auditor’s report must be sent to Registrar and External Reporting Board if requirements have not been complied with
If an auditor’s report indicates that the requirements of this Act have not been complied with, the auditor must, within 7 working days after signing the report, send a copy of the report and a copy of the financial statements to which it relates to the Registrar and the External Reporting Board. 1993 No 105 s 207C
108: Duties do not apply if alternative financial reporting duties under financial markets or charities legislation
Sections 102 to 105
a: financial statements for the society and that accounting period are required to be prepared under subpart 3
b: the society is a charitable entity and an annual return of the society under section 41 1993 No 105 s 197 Annual return
109: Annual returns
1: Every society must, in the manner prescribed by the regulations, ensure that an annual return is given to the Registrar for registration.
2: The annual return must contain the information prescribed by the regulations.
3: This section does not apply to a charitable entity.
8: Other administration matters
Registered office
110: Registered office
1: Every society must always have a registered office in New Zealand.
2: The registered office of a society at any particular time is the place described as such in the register (subject to section 111 1908 No 212 s 18 1993 No 105 s 186
111: Change of registered office
1: The committee of a society may change the registered office of the society at any time.
2: Subsection (1) is subject to the society's constitution and to subsection (4).
3: The society must, in the manner prescribed by the regulations (if any), give notice to the Registrar of any change to its registered office.
4: A change to a society’s registered office takes effect on a date stated in the notice (being a date that is at least 5 working days after the notice is registered). 1993 No 105 s 187 Contact person
112: Purpose
The purpose of sections 113 to 116
113: Society must have contact person
Every society must at all times have at least 1 contact person (and may have up to 3 contact persons).
114: Who contact person may be
1: A contact person must be—
a: at least 18 years of age; and
b: ordinarily resident in New Zealand.
2: The position of contact person may be held separately or in conjunction with any office in the society.
3: In this section, a person is ordinarily resident
a: is domiciled in New Zealand; or
b: is living in New Zealand and the place where that person usually lives is, and has been for the immediately preceding 12 months, in New Zealand, whether or not that person has on occasions been away from New Zealand during that period.
115: Vacancy in position of contact person
If there is a vacancy in the position of contact person and the society has no other contact person, the society does not breach section 113
116: Notice of change of contact person
1: The society must ensure that notice of the following changes is given to the Registrar:
a: a change in a contact person of the society:
b: a change in the name or the contact details of a contact person of the society.
2: The notice must be given to the Registrar in the manner prescribed by the regulations (if any) within 20 working days after the society first becomes aware of the change. Name of society
117: Change of name of society
1: An application to change the name of a society must be made by or on behalf of the society in the manner prescribed by the regulations.
2: As soon as the Registrar receives a properly completed application, the Registrar must—
a: enter the new name of the society on the register; and
b: issue a certificate of incorporation for the society recording the change of name of the society. 1993 No 105 s 23
118: Registrar may refuse application if proposed name contrary to section 11
1: Despite section 117 section 11(1)
2: If the Registrar refuses to register a change to a society’s name, the Registrar may register a change if the proposed new name is amended to address (to the Registrar’s satisfaction) the matter referred to in subsection (1).
119: Change of name if name is contrary to section 11
1: The Registrar may by written notice require the society to change its name under section 117 section 11(1)
2: The society must change its name within—
a: 20 working days after the date on which the notice is served; or
b: any longer period specified in the notice.
3: If a society fails to comply with subsection (2),—
a: the Registrar may enter a new name on the register for the society (being a name selected by the Registrar that would be acceptable under section 11
b: issue a certificate of incorporation recording the change of name of the society. 1908 No 212 s 11A 1993 No 105 s 24
120: Effect of change of name
1: A change of name of a society—
a: takes effect from the date of the certificate issued under section 117 119
b: does not affect any rights or obligations of the society, or legal proceedings by or against the society, and legal proceedings that may have been continued or commenced against the society under its former name may be continued or commenced against it under its new name.
2: If a society’s name is changed, the constitution must be treated as containing the new name for the purposes of section 26(1)(a) 1993 No 105 s 23(4)
121: Use of society name
1: A society must ensure that its name is clearly stated in every document issued or signed by, or on behalf of, the society that evidences or creates a legal obligation of the society.
2: If a document that evidences or creates a legal obligation of a society is issued or signed by or on behalf of the society and the name of the society is incorrectly stated in the document, every person who issued or signed the document is liable to the same extent as the society if the society fails to discharge the obligation unless—
a: the person who issued or signed the document proves that the person in whose favour the obligation was incurred was aware at the time the document was issued or signed that the obligation was incurred by the society; or
b: the court is satisfied that it would not be just and equitable for the person who issued or signed the document to be so liable.
3: A society that fails to comply with subsection (1) commits an offence and is liable on conviction to a fine not exceeding $5,000. 1993 No 105 s 25
122: Society may use abbreviation
For the purposes of sections 121 123 Authority to bind society
123: Method of contracting
1: A contract or other enforceable obligation may be entered into by a society as follows:
a: an obligation that, if entered into by a natural person, would, by law, be required to be by deed may be entered into on behalf of the society in writing signed under the name of the society by—
i: 2 or more officers of the society; or
ii: if the constitution of the society so provides, an officer, or other person or class of persons, whose signature or signatures must be witnessed; or
iii: 1 or more attorneys appointed by the society under section 124
b: an obligation that, if entered into by a natural person, is, by law, required to be in writing may be entered into on behalf of the society in writing by a person acting under the society's express or implied authority:
c: an obligation that, if entered into by a natural person, is not, by law, required to be in writing may be entered into on behalf of the society in writing or orally by a person acting under the society's express or implied authority.
2: A society may, in addition to complying with subsection (1), affix its common seal, if it has one, to the contract or document containing the enforceable obligation.
3: Subsection (1) applies to a contract or other obligation—
a: whether or not the contract or obligation was entered into in New Zealand; and
b: whether or not the law governing the contract or obligation is the law of New Zealand. 1993 No 105 s 180
124: Attorneys
1: A society may, by an instrument signed under section 123(1)(a)
2: Subsection (1) is subject to the society’s constitution.
3: An act of the attorney under the instrument binds the society.
4: Sections 19 to 21
a: to the same extent as if the society were a natural person; and
b: as if a commencement of the liquidation of the society, or a removal of the society from the register, were an event revoking the power of attorney within the meaning of those sections. 1993 No 105 s 181 Service of documents on society
125: Service of documents
1: A document in a legal proceeding may be served on a society in the manner prescribed by the regulations.
2: A document, other than a document in a legal proceeding, may be served on a society in the manner prescribed by the regulations.
3: A document that is served on a society must be treated as received by the society when specified by the regulations. Te reo Māori
126: Use of te reo Māori in records and documents
Nothing in this Act prevents a society from—
a: having any of the following in te reo Māori:
i: the society’s constitution:
ii: the society’s bylaws (if any):
iii: any other document required by or for the purposes of this Act; or
b: keeping its records in te reo Māori.
4: Enforcement
127: Overview
1: This Part relates to matters of enforcement, including providing for—
a: court orders to enforce a society’s constitution or bylaws:
b: court orders to enforce officers’ duties:
c: court orders where the operations or affairs of a society are oppressive, unfairly discriminatory, or unfairly prejudicial to a member:
d: a society to recover a financial gain derived in contravention of subpart 2
e: offences.
2: This Part provides for applications for court orders to be made—
a: by, or on behalf of, a society or its members, former members, or officers; or
b: by the Registrar (but see section 150
128: Part subject to exclusive jurisdiction under other legislation
1: This Part is subject to any other legislation that confers exclusive jurisdiction in relation to a matter involving a society, its members, or its officers (for example, if the society is a union, the exclusive jurisdiction of the Employment Authority or the Employment Court under the Employment Relations Act 2000
2: The court or tribunal that has exclusive jurisdiction may make orders and otherwise act in relation to the matter under this Part as if it were the High Court.
3: Despite subsection (2), the court or tribunal may order that a proceeding or any part of it be transferred to and dealt with by the High Court under this Part if the court or tribunal making the order is satisfied that it is desirable to do so.
4: The High Court may deal with the proceeding as if an application had been made to it under this Part.
1: Court orders enforcing society’s constitution or bylaws
129: Court orders
1: A court may, on an application under this subpart, make 1 or more of the following orders:
a: an order declaring and enforcing the rights or obligations of a society, any officer, or any member under the society’s constitution or bylaws:
b: an order directing the performance and observance of a society’s constitution or bylaws by the society, an officer, or a member:
c: an order restraining a society, an officer, or a member from acting in a manner contrary to the society’s constitution or bylaws:
d: an order for a person who has breached a society’s constitution or bylaws to compensate (in whole or in part) the society, a member, or a former member for the loss or damage suffered by the society, member, or former member because of the breach:
e: any order that the court thinks just, including any order about costs.
2: Section 130
130: Disputes under society’s constitution
1: This section applies to a dispute that has been, or is being, investigated or otherwise dealt with under the procedures in the society’s constitution referred to in section 26(1)(j)
2: A court may, on an application under this subpart, exercise a power under subsection (4) if it is satisfied that—
a: there has been a breach of the rules of natural justice; or
b: there has been a serious breach of the procedures in the society’s constitution referred to in section 26(1)(j)
c: a decision maker has a lack of jurisdiction or has been improperly appointed; or
d: the decision made on the dispute by a decision maker is in conflict with the public policy of New Zealand.
3: Subsection (2)(b) does not limit subsection (2)(a).
4: The court may do any 1 or more of the following:
a: make 1 or more of the orders under section 129
b: make any decision it thinks should have been made by a decision maker:
c: direct the decision maker—
i: to hear or rehear the matter concerned; or
ii: to consider or determine (whether for the first time or again) any matters that the court directs; or
d: make any order that the court thinks just, including any order about costs.
5: The court must state its reasons for giving a direction under subsection (4)(c).
6: Subsection (2)(a) is subject to section 41
131: When decision maker has lack of jurisdiction
For the purposes of section 130(2)(c)
a: in the narrow and original sense of the term jurisdiction, the decision maker has no entitlement to enter upon the inquiry in question; or
b: the decision is outside the classes of decisions that the decision maker is authorised to make; or
c: the decision maker acts in bad faith.
132: Who may apply
1: An application for an order under this subpart may be made by—
a: a society; or
b: a member of a society; or
c: a former member of a society ( see section 152
d: an officer of a society; or
e: the Registrar ( see section 150
2: The Registrar may apply only if the Registrar considers that making the application is in the public interest.
3: See section 151
2: Court orders enforcing officers’ duties
133: Court orders
A court may, on an application under this subpart, make 1 or more of the following orders against an officer or a former officer of a society if the court is satisfied that the officer or former officer has breached, or is likely to breach, a duty under the society’s constitution or bylaws or this Act:
a: an order declaring and enforcing those duties:
b: an order directing the performance and observance of those duties:
c: an order restraining the officer from acting in a manner contrary to their duties:
d: an order for the officer or former officer to compensate (in whole or in part) the society for the loss or damage suffered by the society because of a breach of those duties:
e: an order for an account of profits (including an order for the computation and payment to the society of profits made in connection with a breach of a duty):
f: an order for the officer or former officer to return property to the society:
g: any other order that the court thinks just, including any order about costs.
134: Who may apply
1: An application for an order under this subpart may be made by—
a: a society; or
b: a member or an officer of a society (but only under sections 135 to 138
c: the Registrar.
2: The Registrar may apply only if the Registrar considers that—
a: the breach, or likely breach, of duty is or would be serious; and
b: making the application is in the public interest ( see section 150
3: See section 151
135: When member or officer may apply or intervene in proceeding on behalf of society
1: A court may, on the application of a member or an officer of a society, grant leave to the member or officer to—
a: apply under this subpart in the name and on behalf of the society; or
b: intervene in a proceeding under this subpart to which the society is a party for the purpose of continuing, defending, or discontinuing the proceeding on behalf of the society.
2: The court may grant the leave only if it is satisfied that—
a: either—
i: the society does not intend to bring, defend, or diligently continue a proceeding under this subpart; or
ii: the society has discontinued a proceeding under this subpart; and
b: it is in the interests of the society that the conduct of a proceeding under this subpart should not be left to the officers or to the determination of the members as a whole.
136: Matters court must have regard to in determining whether to grant leave
The court must, in determining whether to grant leave, have regard to—
a: the likelihood of the proceeding succeeding:
b: the costs of the proceeding in relation to the relief likely to be obtained:
c: any action already taken by the society to obtain relief:
d: the interests of the society in the proceeding being commenced, continued, defended, or discontinued.
137: Other matters relating to leave application
1: Notice of an application under section 135
2: The society, in relation to the application,—
a: may appear and be heard; and
b: must inform the court whether or not it intends to bring, continue, defend, or discontinue a proceeding under this subpart.
138: Powers of court where leave granted
1: The court may make any order it thinks fit in relation to an application under section 135
2: The orders may include (without limitation) an order—
a: authorising the member, officer, or any other person to control the conduct of the proceeding:
b: giving directions for the conduct of the proceeding:
c: requiring the society, the officers, or a member to provide information or assistance in relation to the proceeding.
139: Costs of action by member, officer, or Registrar to be met by society
1: The court must, on the application of a person to whom leave was granted under section 135
2: Those costs may include any costs relating to a settlement, compromise, or discontinuance approved under section 140
3: Subsection (1) does not apply if the court considers that it would be unjust or inequitable for the society to bear those costs.
140: Settlement, compromise, or withdrawal of proceeding brought by member, officer, or Registrar
A proceeding under this subpart that is brought by a member, an officer, or the Registrar, or in which a member or an officer intervenes, may be settled, compromised, or discontinued only with the approval of the court.
3: Prejudiced members
141: Prejudiced members
1: A member or former member of a society may apply to a court for an order under this subpart on the grounds that—
a: the operations or affairs of the society have been, are being, or are likely to be conducted in a manner that is oppressive, unfairly discriminatory, or unfairly prejudicial to the member or former member in their capacity as a member; or
b: any act or acts of the society have been, are, or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to the member or former member in that capacity.
2: See section 151
3: See also section 152
142: Court orders
1: A court may, on an application under this subpart and if it considers that it is just and equitable to do so, make any orders that it thinks fit.
2: The orders may include (without limitation) an order—
a: requiring the society or any other person to pay compensation to a member or former member; or
b: regulating the future conduct of the society's operations or affairs; or
c: appointing a receiver of the society; or
d: directing the rectification of the records of the society; or
e: putting the society into liquidation under subpart 4
f: setting aside an action taken by the society or its committee in breach of this Act or the society’s constitution or its bylaws.
3: No order may be made against the society or any other person under this section unless the society or person is a party to the proceeding.
4: See sections 35 36
4: Financial gain
143: Society may recover financial gain from member
1: A member or former member who obtains a financial gain as a result of the society contravening subpart 2
2: The society may recover the financial gain from the member (or former member) in any court of competent jurisdiction as a debt due to the society.
3: See section 151 1908 No 212 s 20(4)
144: When member or officer may apply or intervene in proceeding on behalf of society
1: A court may, on the application of a member or an officer of a society, grant leave to the member or officer to—
a: bring a proceeding under this subpart in the name and on behalf of the society; or
b: intervene in a proceeding under this subpart to which the society is a party for the purpose of continuing, defending, or discontinuing the proceeding on behalf of the society.
2: The court may grant the leave only if is satisfied that—
a: either—
i: the society does not intend to bring, defend, or diligently continue a proceeding under this subpart; or
ii: the society has discontinued a proceeding under this subpart; and
b: it is in the interests of the society that the conduct of a proceeding under this subpart should not be left to the officers or to the determination of the members as a whole.
145: Matters court must have regard to in determining whether to grant leave
The court must, in determining whether to grant leave, have regard to—
a: the likelihood of the proceeding succeeding:
b: the costs of the proceeding in relation to the relief likely to be obtained:
c: any action already taken by the society to obtain relief:
d: the interests of the society in the proceeding being commenced, continued, defended, or discontinued.
146: Other matters relating to leave application
1: Notice of an application under section 144
2: The society, in relation to the application,—
a: may appear and be heard; and
b: must inform the court whether or not it intends to bring, continue, defend, or discontinue a proceeding under this subpart.
147: Powers of court where leave granted
1: The court may make any order it thinks fit in relation to an application under section 144
2: The orders may include (without limitation) an order—
a: authorising the member, officer, or any other person to control the conduct of the proceeding:
b: giving directions for the conduct of the proceeding:
c: requiring the society, the officers, or a member to provide information or assistance in relation to the proceeding.
148: Costs of action by member, officer, or Registrar to be met by society
1: The court must, on the application of a person to whom leave was granted under section 144
2: Subsection (1) does not apply if the court considers that it would be unjust or inequitable for the society to bear those costs.
149: Registrar may bring proceeding to recover financial gain
The Registrar may bring a proceeding under this subpart in the name and on behalf of the society if the Registrar considers that it is in the public interest to do so ( see section 150
5: Miscellaneous provisions relating to applications
150: Limit on Registrar’s power to apply
1: Despite anything else in this Part, the Registrar may make an application under any of subparts 1 2 4 7
2: The Registrar must, when considering whether making an application is in the public interest, have regard to—
a: the principles that—
i: societies are organisations with members who have the primary responsibility for holding the society to account; and
ii: societies are private bodies that should be self-governing in accordance with their constitutions, any bylaws, and their own tikanga, kawa, culture, and practice, and should be free from inappropriate government interference; and
b: the likely effect of the application and the associated proceeding on the future conduct and governance of societies in general; and
c: whether making the application is an efficient and effective use of the Registrar’s resources; and
d: the extent to which the application and the associated proceeding involve matters of general significance or importance in terms of promoting high-quality governance of societies; and
e: the likelihood of the society, a member, a former member, or an officer making an application (if an application has not yet been made) and diligently continuing the associated proceeding; and
f: the size and nature of the society, including whether the society receives or has received any public funding or there is otherwise a significant public interest in the governance of the society; and
g: any other matters that the Registrar considers relevant.
3: In subsection (2)(f), public funding
4: In subsection (3), public entity section 5
151: Court may refuse to consider application
A court may refuse to make an order on an application under subparts 1 to 4
a: the issue raised in the application is trivial; or
b: the applicant is not an appropriate person to bring the application; or
c: it was unreasonable to make the application having regard to 1 or more of the following:
i: the importance of the issue:
ii: the nature of the society:
iii: the availability of any other method of resolving the issue:
iv: the costs involved:
v: the lapse of time:
vi: acquiescence:
vii: any other relevant circumstance; or
d: the conduct of any party has unreasonably prolonged a dispute or increased the costs of the proceeding; or
e: the application is frivolous or vexatious or otherwise not in the public interest.
152: Applications by former members
A former member of a society may make an application under subpart 1 3
153: Undertaking about damages not required by Registrar
1: If the Registrar makes an application under subpart 1 2 4
2: In determining the Registrar’s application, the court must not take into account that the Registrar is not required to give an undertaking about damages.
6: Offences
154: False statements
1: A person commits an offence if, with respect to a document required by or for the purposes of this Act, they—
a: make, or authorise the making of, a statement in it that is false or misleading in a material particular knowing it to be false or misleading in a material particular; or
b: omit, or authorise the omission from it of, any matter knowing that the omission makes the document false or misleading in a material particular.
2: An officer or employee of a society commits an offence if they—
a: make or provide, or authorise or permit the making or providing of, a statement or report that relates to the operations or affairs of the society, and that is false or misleading in a material particular, to—
i: an officer, an employee, an auditor, or a member of the society; or
ii: a liquidator, liquidation committee, or receiver or manager of property of the society; and
b: know it to be false or misleading in a material particular.
3: For the purposes of this section, a person who voted in favour of the making of a statement at a meeting must be treated as having authorised the making of the statement.
4: A person who commits an offence under this section is liable on conviction to imprisonment for a term not exceeding 1 year, a fine not exceeding $50,000, or both. 1993 No 105 s 377
155: Fraudulent use or destruction of property
1: An officer, a member, or an employee of a society commits an offence if they—
a: fraudulently take or apply property of the society for—
i: their own use or benefit; or
ii: a use or purpose other than the use or purpose of the society; or
iii: the use or benefit of a person other than the society; or
b: fraudulently conceal or destroy property of the society.
2: A person who commits an offence under this section is liable on conviction to imprisonment for a term not exceeding 5 years, a fine not exceeding $200,000, or both. 1993 No 105 s 378
156: Falsification of register, records, or documents
1: An officer, a member, or an employee of a society commits an offence if, with intent to defraud or deceive a person, they—
a: destroy, part with, mutilate, alter, or falsify any register, record, or document required by this Act or the society’s constitution; or
b: make a false entry in any register, record, or document required by this Act or the society’s constitution.
2: A person who commits an offence under this section is liable on conviction to imprisonment for a term not exceeding 5 years, a fine not exceeding $200,000, or both.
157: Operating fraudulently or dishonestly incurring debt
1: A person commits an offence if they are knowingly a party to a society operating—
a: with intent to defraud creditors of the society or any other person; or
b: for a fraudulent purpose.
2: An officer of a society commits an offence if,—
a: by false pretences or other fraud, they induce a person to give credit to the society; or
b: with intent to defraud creditors of the society, they—
i: give, transfer, or cause a charge to be given on property of the society to any person; or
ii: cause property to be given or transferred to any person; or
iii: cause or are a party to execution being levied against property of the society; or
iv: do any thing that causes material loss to any creditor.
3: An officer of a society commits an offence if—
a: the society incurs a debt (the debt
b: the society—
i: is insolvent at the time that it incurs the debt; or
ii: becomes insolvent by incurring the debt; or
iii: is insolvent at the time that it incurs debts that include the debt; or
iv: becomes insolvent by incurring debts that include the debt; and
c: the officer knows, at the time when the society incurs the debt, that the society is insolvent or will become insolvent as a result of incurring the debt or other debts that include the debt; and
d: the officer’s failure to prevent the society from incurring the debt is dishonest.
4: In subsection (3), insolvent
5: A person who commits an offence under this section is liable on conviction to imprisonment for a term not exceeding 5 years, a fine not exceeding $200,000, or both.
158: Improper use of
Incorporated Inc Manatōpū
1: Any person who, not being an incorporated body, whether alone or with other persons, dishonestly operates under any name or title of which the word Incorporated Inc Manatōpū
2: In subsection (1), incorporated body
a: a society incorporated under this Act:
b: an entity incorporated under any other Act or overseas law.
159: Banning order contravention
A person who knowingly acts in contravention of an order made under subpart 7 Infringement offences
160: Infringement offences
1: A society that fails to comply with any of the provisions listed in subsection (2) commits an infringement offence and is liable to—
a: an infringement fee of an amount prescribed by the regulations; or
b: a fine imposed by a court not exceeding $3,000.
2: The provisions are—
a: section 33
b: section 52
c: section 79
d: section 84(1)
e: section 84(3)
f: section 92
g: section 102(3)
h: section 109(1)
i: section 110
j: section 116
161: Proceedings for infringement offences
1: A society that is alleged to have committed an infringement offence may—
a: be proceeded against by the filing of a charging document under section 14
b: be issued with an infringement notice as provided in section 162
2: Proceedings commenced in the way described in subsection (1)(a) do not require leave of a District Court Judge or Registrar under section 21(1)(a)
3: See section 21
162: When infringement notice may be issued
The Registrar may issue an infringement notice to a society if the Registrar believes on reasonable grounds that the society is committing, or has committed, an infringement offence.
163: Infringement notice may be revoked
1: The Registrar may revoke an infringement notice before the infringement fee is paid, or an order for payment of a fine is made or deemed to be made by a court under section 21
2: An infringement notice is revoked by giving written notice to the society to which it was issued that the notice is revoked.
3: The revocation of an infringement notice before the infringement fee is paid is not a bar to any further action as described in section 161(1)(a) or (b)
164: What infringement notice must contain
An infringement notice must be in the form prescribed by the regulations and must contain—
a: details of the alleged infringement offence that fairly inform the society of the time, place, and nature of the alleged offence; and
b: the amount of the infringement fee; and
c: an address for the Registrar; and
d: how the infringement fee may be paid; and
e: the time within which the infringement fee must be paid; and
f: a summary of the provisions of section 21(10)
g: a statement that the society served with the notice has a right to request a hearing; and
h: a statement of what will happen if the society served with the notice does not pay the fee and does not request a hearing; and
i: any other matters prescribed by the regulations.
165: How infringement notice may be served
1: An infringement notice may be served on the society that the Registrar believes is committing or has committed the infringement offence by—
a: delivering it to an officer or employee of the society at the society’s head office, principal place of business or work, or registered office, or by bringing it to the officer’s notice or the employee’s notice if that person refuses to accept it; or
b: sending it to the society by prepaid post addressed to the society’s last known place of business or work; or
c: sending it to an electronic address of the society in any case where the society does not have a known place of business or work in New Zealand.
2: An infringement notice (or a copy of it) sent in accordance with subsection (1)(b) or (c) must be sent for the attention of an officer or employee of the society.
3: An infringement notice (or a copy of it) served in accordance with this section is to be treated as having been served on the society concerned.
4: Unless the contrary is shown,—
a: an infringement notice (or a copy of it) sent by prepaid post to a society under subsection (1)(b) is to be treated as having been served on that society on the fifth working day after the date on which it was posted; and
b: an infringement notice sent to a valid electronic address of a society under subsection (1)(c) is to be treated as having been served at the time the electronic communication first enters an information system that is outside the control of the Registrar.
166: Payment of infringement fee
The Registrar must pay all infringement fees received into a Crown Bank Account.
167: Reminder notices
A reminder notice must be in the form prescribed in regulations, and must include the same particulars, or substantially the same particulars, as the infringement notice.
7: Banning order
168: Court may disqualify officers
1: A court may make a banning order against a person ( A
a: A has been convicted of an offence under subpart 6 section 2(1)
b: A has, while an officer of a society and whether convicted or not,—
i: persistently failed to comply with this Act or, if the society has failed to so comply, persistently failed to take reasonable steps to obtain compliance with this Act; or
ii: been guilty of fraud in relation to the society or of a breach of duty to the society; or
iii: acted in a reckless or an incompetent manner in the performance of A’s duties as an officer; or
c: A has become a mentally impaired person who, in the opinion of the court, permanently lacks wholly or partly the competence to manage their own affairs.
2: A banning order may, permanently or for a period specified in the order, prohibit or restrict A, without the leave of the court, from doing either or both of the following:
a: being an officer of a society:
b: being concerned or taking part in the management of a society in any way (whether directly or indirectly).
169: When order may be permanent or for period longer than 10 years
The court may make an order under section 168
170: Notice of banning order
1: The Registrar of the court must, as soon as practicable after a banning order is made, give notice that the order has been made to—
a: the Registrar of Incorporated Societies; and
b: the chief executive (within the meaning of section 4(1)
2: The Registrar of Incorporated Societies must, after receiving a notice under this section, give notice in the Gazette
171: Applications for orders
1: A person intending to apply for an order under this subpart must give not less than 10 working days’ notice of that intention to the person ( A
2: An application for an order under this subpart may be made by—
a: the Registrar, the Official Assignee, or the liquidator of the society; or
b: a person who is, or has been, a member or creditor of the society.
172: Right to appear and give evidence
1: This section applies on the hearing of—
a: an application for an order under this subpart by the Registrar, the Official Assignee, or the liquidator; or
b: an application for leave under section 168(2)
2: The Registrar, the Official Assignee, or the liquidator (as the case may be)—
a: must appear and call the attention of the court to any matters that seem to them to be relevant; and
b: may give evidence or call witnesses.
173: Liability for contravening banning order
1: A person who acts in contravention of an order made under this subpart is personally liable to—
a: a liquidator of the society for every unpaid debt incurred by the society while that person was so acting; and
b: a creditor of the society for a debt to that creditor incurred by the society while that person was so acting.
2: See also section 159
5: Removal from register, amalgamation, liquidation, and other processes
1: Removal from register
174: Removal from register
1: A society is removed from the register when the Registrar, acting under section 175
2: See section 16(2) 1993 No 105 s 317
175: Grounds for removal from register
1: The Registrar may remove a society from the register if—
a: a request that the society be removed on either of the grounds specified in section 176
i: a member authorised to make the request by a resolution of members passed under subpart 6
ii: the committee or any person, if the society’s constitution so requires or permits; or
b: the Registrar has reasonable grounds to believe that—
i: the society is no longer operating; and
ii: there is no proper reason for the society to continue to exist; or
c: the Registrar has reasonable grounds to believe that—
i: the society’s constitution does not comply with this Act; and
ii: the failure to comply is material; or
d: the Registrar has given the society written notice under section 75 section 75(2)
e: the Registrar has reasonable grounds to believe that the society, or 1 or more of its officers, has failed in a persistent or serious way to comply with duties relating to the society under this Act; or
f: the Registrar has reasonable grounds to believe that the society has failed to comply with—
i: any of sections 102 104 105 109
ii: a term or condition imposed under regulations made under section 254(1)(w)
g: the Registrar has reasonable grounds to believe that the society or any other person has failed to comply with a term or condition imposed by the Registrar under clause 7(3)
h: the society has been put into liquidation, and—
i: no liquidator is acting; or
ii: the documents referred to in section 257(1)(a) subpart 4
i: a liquidator sends or delivers to the Registrar the documents referred to in section 257(1)(a) subpart 4
2: The Registrar may also remove a society from the register if the society is an amalgamating society, other than an amalgamated society, on the date set out in the certificate of amalgamation under section 198 1993 No 105 s 318(1)
176: When society may request removal
1: A request under section 175(1)(a)
a: that the society has ceased to operate, has discharged in full its debts and liabilities to all its known creditors, and has distributed its surplus assets in accordance with its constitution and this Act; or
b: that the society has no surplus assets after paying its debts and liabilities in full or in part, and no creditor has applied to the court under subpart 4
2: A request must be made in the manner prescribed by the regulations (if any). 1993 No 105 s 318(2) Procedural requirements before removal
177: Notice of intention to remove from register
1: The Registrar may remove a society from the register under section 175(1)
a: the Registrar gives notice of the intention to remove the society from the register to the public and all other persons prescribed by the regulations (if any); and
b: the Registrar—
i: is satisfied that no person has objected to the removal under section 178
ii: if an objection to the removal has been received, has complied with section 179 180
2: The notice must—
a: specify the date by which an objection to the removal must be delivered to the Registrar, which must be no less than the number of working days after the date of the notice that is prescribed by the regulations; and
b: be given in the manner prescribed by the regulations. 1993 No 105 s 318(5)
178: Objection to removal from register
1: If a notice is given under section 177
a: that the grounds for removal relied on by the Registrar do not exist; or
b: that the society is still operating or there is a proper reason for it to continue in existence; or
c: that the society is a party to a legal proceeding; or
d: that the society is in receivership, or liquidation, or both; or
e: that the person is a creditor or another person who has an undischarged claim against the society; or
f: that the person believes that there exists, and intends to pursue, a right of action on behalf of the society under Part 4
g: that, for any other reason, it would not be just and equitable to remove the society from the register.
2: For the purposes of subsection (1)(e) and section 188(1)(a)(iv) section 321(2)
3: An objection must, if required by the Registrar, be verified by the production of original documents or certified copies of original documents or by statutory declaration. 1993 No 105 s 321
179: Objections under section 178(1)(a) to (d)
If an objection is made under section 178(1)(a) to (d)
a: the objection has been withdrawn; or
b: any facts on which the objection is based are not, or are no longer, correct; or
c: despite the objection, the relevant ground for removal applies; or
d: the objection is frivolous or vexatious. 1993 No 105 s 322(1)
180: Objections under section 178(1)(e) to (g)
1: If an objection is made under section 178(1)(e) to (g)
2: In this section, a specified application section 182 212
3: The Registrar may proceed with a removal if—
a: notice of a specified application is not served on the Registrar; or
b: the specified application is withdrawn; or
c: on the hearing of the specified application, the court refuses to grant either an order putting the society into liquidation or an order that the society not be removed from the register.
4: A person who makes a specified application must give the Registrar notice in writing of the decision of the court within 5 working days after the decision is given.
5: If a specified application is withdrawn, the person who made the specified application must, within 5 working days, give the Registrar notice in writing of the withdrawal. 1993 No 105 s 322(2)–(4)
181: Registrar must send information to person who requests removal
The Registrar must send the following to a person who sends or delivers a request under section 175(1)(a)
a: a copy of an objection under section 178
b: a copy of a notice given by or served on the Registrar under section 180
c: if the society is removed from the register, notice of the removal. 1993 No 105 s 322(5)
182: Court may order that society not be removed
1: A person who gives a notice objecting to a removal on a ground specified in section 178(1)(e) to (g)
2: The court may, if it is satisfied that the society should not be removed from the register on any of the grounds in section 178(1) 1993 No 105 s 323
183: Liability of officers, members, and others to continue
1: The removal of a society from the register does not affect the liability of any former officer or member of the society or any other person in respect of any act or omission that took place before the society was removed from the register.
2: The liability continues and may be enforced as if the society had not been removed from the register.
3: See Limitation Act 2010 1993 No 105 s 326 Restoration to register
184: Restoration to register
1: A society is restored to the register when the Registrar, acting under section 185 section 188
2: A society that is restored to the register must be treated as having continued in existence as if it had not been removed from the register. 1993 No 105 s 330
185: Registrar may restore society to register
1: The Registrar must, on an application made in the manner prescribed by the regulations, and may, on the Registrar’s own motion, restore a society to the register if the Registrar is satisfied that, at the time the society was removed from the register,—
a: the grounds for the removal did not exist; or
b: the society was a party to a legal proceeding; or
c: the society was in receivership or liquidation, or both.
2: The Registrar may, on the application made in the manner prescribed by the regulations, or on the Registrar’s own motion, restore a society to the register if the Registrar is satisfied that the society was operating at the time of its removal and there is a proper reason for the society to continue to exist.
3: This section does not limit section 188 1993 No 105 s 328(1), (1A), (2)
186: Notice of proposed restoration
1: The Registrar must give notice of an intention to restore a society to the register before the Registrar restores the society to the register under section 185
2: The notice must be given to the public and all other persons prescribed by the regulations (if any) in the manner prescribed by the regulations.
3: The notice must specify the date by which an objection to the restoration may be sent or delivered to the Registrar, which must be no less than the number of working days after the date of the notice that is prescribed by the regulations. 1993 No 105 s 328(3)
187: Registrar must not restore society if objection received
1: The Registrar must not restore a society to the register under section 185
2: However, the Registrar may restore a society to the register if the Registrar is satisfied that—
a: the objection has been withdrawn; or
b: any facts on which the objection is based are not, or are no longer, correct; or
c: the objection is frivolous or vexatious. 1993 No 105 s 328(4)
188: Court may order restoration of society
1: A court may, on the application of a person referred to in subsection (2), order that a society be restored to the register if it is satisfied that,—
a: at the time the society was removed from the register,—
i: the society was still operating or another reason existed for the society to continue in existence; or
ii: the society was a party to a legal proceeding; or
iii: the society was in receivership or liquidation, or both; or
iv: the applicant was a creditor or another person who had an undischarged claim against the society; or
v: the applicant believed that there existed, and intended to pursue, a right of action on behalf of the society under Part 4
b: for any other reason it is just and equitable to restore the society to the register.
2: The following persons may apply:
a: any person who is prescribed by the regulations:
b: the Registrar:
c: with the leave of the court, any other person. 1993 No 105 s 329
189: Registrar or court may require provisions of this Act or regulations to be complied with
The Registrar or a court may require any of the provisions of this Act or any regulations to be complied with (being provisions with which a society had failed to comply before it was removed from the register) before restoring the society to the register under section 185 section 188 1993 No 105 s 328(5)
190: Other court orders
1: This section applies if a society is restored to the register under section 185 section 188
2: A court may, on the application of the Registrar or the applicant for restoration or on its own motion, give any directions or make any orders that may be necessary or desirable for the purpose of placing the society and any other persons as nearly as possible in the same position as if the society had not been removed from the register.
3: However, a direction or an order may not require the return to the society of any surplus assets that have been properly disposed of under subpart 5 1993 No 105 s 328(6)
2: Amalgamations
191: Amalgamations
1: Two or more societies may amalgamate as 1 society under this subpart.
2: The amalgamated society may continue as—
a: one of the amalgamating societies; or
b: a new society.
192: Amalgamation proposal
In this subpart, an amalgamation proposal
a: sets out the terms of the amalgamation; and
b: sets out the proposed constitution of the amalgamated society; and
c: sets out all other information prescribed by the regulations (if any).
193: Information relating to proposal for members, creditors, and public
The committee of each amalgamating society must, not less than 20 working days before the amalgamation is proposed to take effect,—
a: send to each member of that society a copy of the amalgamation proposal and all other information prescribed by the regulations (if any); and
b: send to every secured creditor of the society a copy of the amalgamation proposal and all other information prescribed by the regulations (if any); and
c: give public notice of the proposed amalgamation in the manner prescribed by the regulations.
194: Approval of amalgamation proposal
1: The committee of each amalgamating society must resolve that,—
a: in its opinion, the amalgamation is in the best interests of the amalgamating society; and
b: the committee is satisfied, on reasonable grounds, that the amalgamated society will, on amalgamation, satisfy the solvency test under section 195
2: The amalgamation proposal must be approved by each amalgamating society—
a: by a resolution that is approved by a simple majority or, if a higher majority is required by the constitution, that higher majority, of the votes of those members entitled to vote and voting on the question; and
b: in accordance with its constitution.
195: Solvency test for amalgamations
1: For the purposes of section 194 solvency test
a: the society is able to pay its debts as they become due in the normal course of its operations; and
b: the value of the society’s assets is greater than the value of its liabilities, including contingent liabilities.
2: Section 4(3) and (4)
196: Officers must sign certificate
1: Every officer of an amalgamating society who votes in favour of a resolution under section 194(1)
a: that, in the officer’s opinion, the conditions set out in that subsection are satisfied; and
b: the grounds for that opinion.
2: An officer who fails to comply with this section commits an offence and is liable on conviction to a fine not exceeding $5,000.
197: Registration of amalgamation
The following must be sent to the Registrar for an amalgamation of 2 or more societies:
a: the approved amalgamation proposal; and
b: all certificates required under section 196
c: all other information prescribed by the regulations (if any); and
d: the fee prescribed by the regulations.
198: Certificate of amalgamation and changes to register
1: The Registrar must, on receiving the information under section 197
a: issue a certificate of amalgamation; and
b: if the amalgamated society is one of the amalgamating societies, make any necessary changes to that society's registration (for example, registering its new constitution); and
c: if the amalgamated society is a new society, act under section 15(1)(a) to (c)
2: If an amalgamation proposal specifies a date on which the amalgamation is intended to become effective, and that date is the same as, or later than, the date on which the Registrar receives the information, the certificate of amalgamation and any certificate of incorporation must be expressed to take effect on the date specified in the amalgamation proposal.
199: Amalgamation must not proceed if Registrar considers that name does not comply
1: This section applies if—
a: the amalgamated society is to continue under a name that is different from the name of one of the amalgamating societies; and
b: the Registrar considers that any of paragraphs (a) to (f) of section 11(1)
2: The Registrar must refuse to act under section 198
200: Amalgamation must not proceed if Registrar considers that purposes do not comply with Act
1: This section applies if the Registrar considers that the proposed purposes of an amalgamated society include—
a: an unlawful purpose; or
b: a purpose of carrying on the society for the financial gain of any of its members ( see subpart 2
2: The Registrar must refuse to act under section 198
201: Amalgamation must not proceed if Registrar considers that constitution does not comply with Act
1: This section applies if the Registrar considers that the proposed constitution of an amalgamated society does not comply with the requirements of this Act ( see subpart 3
2: The Registrar must refuse to act under section 198
202: Registrar has discretion about nature and extent of consideration of amalgamation proposal
The nature and extent of the consideration that the Registrar gives to an amalgamation proposal is at the Registrar’s discretion.
203: Effect of certificate of amalgamation
On and from the date shown in a certificate of amalgamation,—
a: the amalgamation is effective; and
b: if it is the same as a name of one of the amalgamating societies, the amalgamated society has the name specified in the amalgamation proposal; and
c: the Registrar must remove the amalgamating societies, other than the amalgamated society, from the register; and
d: the amalgamated society succeeds to all the property, rights, powers, and privileges of each of the amalgamating societies; and
e: the amalgamated society succeeds to all the liabilities and obligations of each of the amalgamating societies; and
f: proceedings pending by, or against, an amalgamating society may be continued by, or against, the amalgamated society; and
g: a conviction, ruling, order, or judgment in favour of, or against, an amalgamating society may be enforced by, or against, the amalgamated society.
204: Other registers
1: Neither the Registrar-General of Land, nor any other person charged with keeping any books or registers, is obliged to change the name of an amalgamating society to that of an amalgamated society in those books or registers or in any documents solely because an amalgamation has been effected under this subpart.
2: The presentation of a specified instrument to a registrar or any other person is, in the absence of evidence to the contrary, sufficient evidence that the property to which the instrument relates has become the property of the amalgamated society.
3: A specified instrument
a: is executed or purports to be executed by the amalgamated society; and
b: relates to any property held immediately before the amalgamation by an amalgamating society; and
c: states that the property has become the property of the amalgamated society under this subpart.
4: This subpart does not limit the Land Transfer Act 2017 except as provided in this section.
205: Amalgamated society may present certificate about property of society
1: This section applies if—
a: any financial products issued by a person ( A A
b: a certificate signed on behalf of the committee of the amalgamated society is presented to A, stating that those products, rights, or interests have, under this subpart, become the property of the amalgamated society.
2: Despite any other legislation or rule of law, A, on presentation of the certificate, must register the amalgamated society as the holder of the financial products or as the person entitled to the rights or interests.
3: This section does not limit section 204
4: In this section, financial products section 7
206: Powers of court in other cases
1: This section applies if a creditor of an amalgamating society, or any other person to whom an amalgamating society is under an obligation, believes that the creditor or other person would be unfairly prejudiced by a proposed amalgamation.
2: The creditor or other person may, before the date on which the amalgamation becomes effective, apply to the court for an order under this section.
3: The court may, if it is satisfied that the creditor or other person would be unfairly prejudiced by the proposed amalgamation, make any order that the court thinks fit in relation to the proposal, including—
a: directing that effect must not be given to the proposal:
b: modifying the proposal in any manner specified in the order:
c: directing the amalgamating society or its committee to reconsider the proposal or any part of it.
4: An order may be made on the conditions that the court thinks fit.
3: Compromises with creditors
207: Compromises with creditors
1: Part 14 Schedule 5
2: For the purposes of this subpart, a reference in Part 14 Schedule 5
a: a creditor must be treated as including a reference to—
i: a person who, in a liquidation, would be entitled to claim that the society owes a debt to them; and
ii: a secured creditor:
b: the board of directors of the company must be treated as a reference to the committee of the society:
c: a shareholder of the company must be treated as a reference to a member of the society:
d: a reference to the Registrar must be treated as a reference to the Registrar as defined in section 5
4: Liquidation
Members may resolve to put society into liquidation
208: Members may resolve to put society into liquidation
A society may be put into liquidation if the society passes a resolution appointing a liquidator under subpart 6
209: Application of Companies Act 1993 where members resolve to put society into liquidation
1: Part 16 section 208 section 241(2)(a)
2: For the purposes of this section, a reference in Part 16
a: the board of directors of the company must be treated as a reference to the committee of the society:
b: a shareholder of the company must be treated as a reference to a member of the society:
c: the Registrar must be treated as a reference to the Registrar as defined in section 5
3: This section is subject to the rest of this Act ( see subpart 5 High Court may put society into liquidation
210: High Court may put society into liquidation
The High Court may put a society into liquidation by the appointment as liquidator of a named person or of an Official Assignee if any of the following circumstances exist:
a: the members of the society are reduced in number to fewer than 10; or
b: the society suspends its operations for 1 year or more; or
c: the society is unable to pay its debts; or
d: the society’s constitution does not comply with the requirements of this Act; or
e: the society carries on any operations under which a member derives a financial gain contrary to the provisions of this Act; or
f: incorporation has been obtained for the society by fraud or mistake; or
g: the society exists for an illegal purpose; or
h: there has been, in relation to the society, failure to comply with any provision of, or any order given under, this Act; or
i: the High Court is satisfied that it is just and equitable that the society should be put into liquidation.
211: Limit on liquidation where society has fewer than 10 members
1: A society may be put into liquidation in the circumstance specified in section 210(a)
a: the application for the appointment of a liquidator of the society is made by the Registrar; and
b: the Registrar has complied with section 75
2: Nothing in this section or section 75 section 210(b) to (i)
212: Application to court to appoint liquidator
1: An application to the High Court for the appointment of a liquidator of a society must be made by—
a: the society; or
b: a member; or
c: a creditor; or
d: the Registrar.
2: All costs incurred by the Registrar in making an application must be a first charge on the assets of the society (unless the court orders otherwise).
213: Application of Companies Act 1993 where High Court puts society into liquidation
1: Part 16
a: to an application under section 212 section 241(2)(c)
b: to the liquidation as if the liquidator had been appointed under section 241(2)(c)
2: For the purposes of this section, a reference in Part 16
a: the board of directors of the company must be treated as a reference to the committee of the society:
b: a shareholder of the company must be treated as a reference to a member of the society:
c: the Registrar must be treated as a reference to the Registrar as defined in section 5
3: This section is subject to the rest of this Act ( see subpart 5
5: Other matters relating to removal or liquidation of society
214: Application of subpart
1: This subpart applies if a society—
a: has been removed from the register under subpart 1
b: is in liquidation.
2: This subpart also applies for the purposes of section 176(1)(a)
215: Who may act under subpart
1: The following persons may act under this subpart:
a: a person authorised in a direction given by the Registrar in the case of section 214(1)(a)
b: the liquidator in the case of section 214(1)(b)
c: the society in the case of section 214(2)
2: In this subpart, relevant person
216: Rules for disposal of surplus assets
1: The relevant person must take reasonable steps to ensure that the surplus assets of the society after the payment of all costs, debts, and liabilities are disposed of to 1 or more not-for-profit entities in accordance with the following rules:
a: the assets must be distributed to the entity nominated in the society’s constitution under section 26(1)(l) section 218
b: if more than 1 not-for-profit entity has been nominated by name, class, or description in the society’s constitution under section 26(1)(l) section 218
i: in the manner provided by the society’s constitution (unless that manner does not result in reasonable certainty about the allocation to each entity); or
ii: in the manner specified in a resolution approved under subpart 6
c: if a resolution has been approved under subpart 6
d: the assets must be distributed as the Registrar directs (after the Registrar has had regard to the matters provided for in the society’s constitution under section 26(1)(l)
i: subsection (2) applies; and
ii: an effective resolution has not been approved under subpart 6
2: This subsection applies if the Registrar is satisfied that—
a: the assets cannot reasonably be disposed of under subsection (1)(a) or (b); or
b: the society or a person of a class prescribed by the regulations requests in the manner prescribed by the regulations (if any) that the Registrar act under subsection (1)(d); or
c: the circumstances prescribed in the regulations exist.
3: If 1 or more entities that were nominated in the society’s constitution under section 26(1)(l)
217: How resolution may be passed after society is removed
1: If a society has been removed from the register, the society may, with the approval of the Registrar, be treated as being still in existence for the purposes of passing a resolution under subpart 6
2: That subpart applies with all necessary modifications, including—
a: treating a reference to the committee of the society as a reference to the committee that held office immediately before the removal; and
b: treating a reference to members as a reference to the persons who were members immediately before the removal; and
c: any other modifications authorised by the Registrar.
218: When distribution under constitution does not apply
Section 216(1)(a) and (b)
a: the not-for-profit entity or entities cannot be identified with reasonable certainty or no nominated not-for-profit entities currently exist; or
b: an effective resolution has been approved under subpart 6 section 216(1)(c)
c: the Registrar has decided that section 216(2) section 216(1)(d)
219: Extent of inquiries that must be made
The relevant person is only required to make reasonable inquiries for the purpose of identifying the not-for-profit entity or entities to which the surplus assets of the society must be disposed of under section 216(1)(a) or (b)
220: Other provisions relating to person authorised by Registrar
1: A person ( A section 215(1)(a)
2: The costs referred to in section 216
221: Directions to facilitate liquidation or removal of society
The Registrar may give 1 or more of the following directions:
a: a direction vesting all or any of the assets of the society without transfer, conveyance, or assignment in 1 or more persons who are specified in the direction (subject to all charges, encumbrances, estates, and interests affecting the assets):
b: if anything remains to be done to complete any matters outstanding on the liquidation or removal of the society or to provide for the payment of the costs, debts, and liabilities of the society, the directions that are necessary or desirable to provide for the completion and payment:
c: a direction that is otherwise necessary or desirable to facilitate the distribution of the society’s surplus assets (if any):
d: a direction conferring on a person the powers that are necessary or desirable to enable the person to carry out the functions and duties imposed on the person by a direction given under section 215(1)(a) 216 224
222: Direction to defer disposal of surplus assets
1: This section applies if a society has been removed from the register.
2: The Registrar may direct that the disposal of the surplus assets of a society, and any other action under this subpart, must be deferred if the Registrar considers that a direction is necessary or desirable for either or both of the following purposes:
a: ascertaining whether any person is likely to make an application to restore the society to the register; and
b: giving a reasonable opportunity for a society to be restored to the register before its surplus assets are disposed of.
3: The Registrar may—
a: specify any period of deferral that the Registrar thinks fit; and
b: by a further direction, extend or end the period of deferral.
4: Nothing in this section requires the return to the society of any surplus assets that have already been properly disposed of under this subpart before the direction is made.
223: Disposal of surplus assets ceases if society is restored to register
1: If a society that has been removed from the register is restored to the register, section 216
2: Nothing in this section requires the return to the society of any surplus assets that have already been properly disposed of under this subpart before the society is restored to the register ( see also section 190(3)
224: Distribution after lapse of time
1: This section applies if,—
a: after assets of a society have been disposed of under section 216
b: the Registrar considers, after taking into account the length of time since the society was liquidated or removed from the register, that it is necessary or desirable to dispose of the further assets under this section.
2: The assets must be disposed of to 1 or more not-for-profit entities in accordance with a direction given by the Registrar.
3: For the purposes of subsection (2), the Registrar must have regard to the matters provided for in the society’s constitution under section 26(1)(l) Example
An incorporated society ( A However, it is discovered 10 years later that another piece of land is still in A’s name. Given the lapse of time since A was removed from the register, the Registrar considers that it is impracticable to dispose of the land under section 216. Therefore, the Registrar decides to dispose of the land by a direction under this section.
225: Direction relating to land
1: This section applies if, by a direction under this subpart, an estate or interest in land under the Land Transfer Act 2017
2: The Registrar-General of Land, on receiving an application made in the manner prescribed by the regulations (if any), must alter the register of land, and generally do all of the things that may be necessary, to give full effect to the direction.
3: Subsection (2) applies subject to the provisions of the direction.
226: No appeal against Registrar’s decision
A person may not appeal against a decision or direction of the Registrar made or given under this subpart.
6: Procedure for certain resolutions
227: Application of subpart
This subpart applies to a resolution—
a: to authorise a member of a society to request the society’s removal from the register under subpart 1
b: for the purposes of section 216 subpart 5
c: to appoint a liquidator of a society.
228: Notice of resolutions
1: The committee of the society must ensure that written notice of the resolution is sent to every member of the society at least the relevant number of days before the general meeting at which the resolution is to be submitted.
2: The relevant number of days
a: 20 working days (unless paragraph (b) applies); or
b: the number of working days that is specified in the society’s constitution for the purposes of this section (which may be fewer or more than 20).
3: The notice must be sent to an address for the member and otherwise in accordance with the society’s constitution.
4: The notice must state—
a: the time and place of the meeting; and
b: the nature of the business to be transacted at the meeting in sufficient detail to enable a member to form a reasoned judgement in relation to it; and
c: the text of the resolution to be submitted to the meeting; and
d: the right of a member to appoint a proxy (if allowed by the society’s constitution); and
e: the right of a member to cast a vote by post or electronic means (if the society’s constitution allows); and
f: in the case of a resolution for the purpose of section 216(1)(c) section 230
g: any other information required by the society’s constitution.
5: In this section, address A
a: the address (including an electronic address) specified by A for the relevant purpose; or
b: the actual or last known address (including an electronic address) for A, if—
i: paragraph (a) does not apply; or
ii: the society knows that the address referred to in paragraph (a) is not correct.
229: Approval of resolution
1: The resolution is effective only if—
a: it is approved by a simple majority or, if a higher majority is required by the constitution, that higher majority, of the votes of those members entitled to vote and voting on the question; and
b: in the case of a resolution for the purposes of section 216
i: it results in reasonable certainty about the distribution of surplus assets to 1 or more not-for-profit entities; and
ii: all procedural requirements prescribed by the regulations (if any) are satisfied; and
c: all other procedural requirements of the society’s constitution are satisfied (for example, a constitution may require the resolution to be confirmed at a subsequent general meeting).
2: An accidental omission to send a notice under section 228
230: Additional requirement for resolution providing for distribution of surplus assets
1: This section applies to a resolution for the purposes of section 216(1)(c)
2: The committee of the society must, in considering the not-for-profit entity or entities to which it is proposed that the surplus assets will be distributed in accordance with the resolution, have regard to the purposes of the society.
3: See also section 217
6: Register, regulations, amendments, and other miscellaneous provisions
1: Register of incorporated societies
Register established
231: Register of incorporated societies
1: A register called the register of incorporated societies is established.
2: The register must be an electronic register.
3: The register must be operated at all times unless—
a: the Registrar suspends the operation of the register, in whole or in part, under subsection (4); or
b: otherwise provided in regulations.
4: The Registrar may refuse access to the register or otherwise suspend the operation of the register, in whole or in part, if the Registrar considers that it is not practical to provide access to the register. 2005 No 39 s 21
232: Purpose of register
The purpose of the register is—
a: to enable a member of the public to—
i: determine whether an entity is a society under this Act; and
ii: obtain information about the nature, activities, and purposes of a society; and
iii: obtain information about the officers of a society; and
iv: know how to contact a society; and
b: to assist any person—
i: in the exercise of the person’s powers under this Act or any other legislation; or
ii: in the performance of the person’s functions under this Act or any other legislation.
233: Contents of register
1: The register must contain the following information for each society:
a: the name of the society; and
b: the registered office of the society; and
c: the registration number of the society (if any); and
d: the New Zealand Business Number of the society; and
e: the names of the officers of the society and of all persons who have been officers of the society since the society was first registered as a society under this Act; and
f: a copy of the constitution of the society (and copies of any amendments to the constitution); and
g: notices of change of registered office, notices of the election or appointment of officers, notices of change of name, and notices of special resolutions; and
h: the financial statements and annual returns given to the Registrar by the society; and
i: any other information prescribed by the regulations.
2: This section is subject to section 234
234: Registrar may remove or omit information and may restrict public access
1: The Registrar may remove or omit from the register any information that relates to a society if the Registrar considers, in the public interest, that the information should not form part of the register.
2: The Registrar may, on a request from a society or an individual referred to in paragraph (b) or (c) or on the Registrar’s own motion, prevent or restrict public access to any information that relates to—
a: the society if the Registrar considers, in the public interest, that public access to that information should be prevented or restricted; or
b: an individual if the Registrar considers that public access to that information would be likely to prejudice the privacy or personal safety of any person; or
c: an individual if the individual is—
i: a protected person in relation to a protection order under the Family Violence Act 2018
ii: a person for whose benefit a suppression provision or order applies under any legislation.
3: For the purposes of subsection (2), the Registrar may prevent or restrict access subject to any terms and conditions that the Registrar thinks fit.
4: However, in the case of subsection (2)(c), the Registrar must ensure that those terms and conditions are consistent with the protection order or suppression provision or order.
5: This section does not limit the Official Information Act 1982 2005 No 39 s 25
235: Amendments to register
The Registrar may make any amendments to the register that are necessary—
a: to reflect any changes in the information that relates to a society; or
b: to rectify or correct the register if the Registrar is satisfied that any information—
i: has been wrongly entered in, or omitted from, the register; or
ii: has been incorrectly entered in the register; or
iii: contains a typographical error or a mistake; or
c: for the purposes of section 234
d: to comply with any court order. 2005 No 39 s 26
236: Registration of documents or other information
1: If this Act or the regulations require or permit a document or other information to be registered or given to the Registrar, the document or information must be given in the manner specified by the Registrar (who, for example, may specify a form to be used or require notification by electronic means, or may specify any of the matters referred to in section 254(1)(b)(i) to (iv)
2: The Registrar may refuse to perform or exercise a function, power, or duty in relation to the document or information if—
a: subsection (1) is not complied with; or
b: the requirements of the Act or the regulations have otherwise not been complied with (for example, where a document is not given in the manner prescribed by the regulations).
3: Neither registration nor refusal of registration of a document or other information by the Registrar affects, or creates a presumption about, the validity or invalidity of the document or information or the correctness or otherwise of any information (unless this Act otherwise provides). Searches of register
237: Search of register
1: A person may search the register under this Act or the regulations.
2: The register may be searched only by reference to the following criteria:
a: the name of the society:
b: the registration number of the society (if any):
c: the New Zealand Business Number of the society:
d: the name of an officer of the society:
e: any other criteria prescribed by the regulations.
238: Search purposes
A search of the register may be carried out only by the following persons for the following purposes:
a: a person for the purpose of determining whether an entity is a society under this Act:
b: a person for the purpose of obtaining information about the nature, activities, officers, and purposes of a society:
c: a person for the purpose of knowing how to contact a society:
d: an individual, or a person with the consent of the individual, for the purpose of searching for information about that individual:
e: a person for the purpose of assisting the person in the exercise of the person’s powers under this Act or any other legislation:
f: a person for the purpose of assisting the person in the performance of the person’s functions under this Act or any other legislation. 2005 No 39 s 28
239: When search constitutes interference with privacy of individual
A search of the register for personal information that has not been carried out in accordance with sections 237 238 section 69 2005 No 39 s 29 Registrar of Incorporated Societies
240: Registrar of Incorporated Societies
1: The chief executive of the Ministry must appoint, under the Public Service Act 2020
2: The Registrar is an employee of the Ministry, and the appointment may be held separately or in conjunction with any other office in the Ministry.
241: Functions of Registrar
The functions of the Registrar are, in accordance with this Act and the regulations, to—
a: consider applications under Part 2
b: maintain the register and carry out other functions relating to the register:
c: receive financial statements, annual returns, and other documents for registration under this Act:
d: perform or exercise functions, duties, and powers conferred on the Registrar relating to the liquidation of societies, the removal of societies from the register, or matters of enforcement:
e: perform or exercise other functions, duties, and powers conferred on the Registrar by this Act or the regulations.
242: Power of Registrar to delegate
1: The Registrar may delegate to any employee of the public service (within the meaning of the Public Service Act 2020
2: A delegation—
a: must be in writing; and
b: may be made subject to any restrictions and conditions that the Registrar thinks fit; and
c: is revocable at any time, in writing; and
d: does not prevent the performance or exercise of a function, duty, or power by the Registrar.
3: Any reference in this Act or the regulations to the Registrar includes a reference to the delegate in respect of anything delegated to that person.
243: How delegated functions may be performed
1: A person to whom any functions, duties, or powers are delegated may perform and exercise them in the same manner and with the same effect as if they had been conferred directly by this Act and not by delegation.
2: A person who appears to act under a delegation is presumed to be acting in accordance with its terms in the absence of evidence to the contrary. Registrar’s powers of inspection
244: Registrar’s powers of inspection
1: The Registrar or a person authorised by the Registrar may exercise 1 or more of the powers referred to in section 245
a: for the purpose of—
i: ascertaining whether a society or an officer of a society is complying, or has complied, with this Act; or
ii: ascertaining whether the Registrar should exercise any of their rights or powers under this Act; or
iii: ascertaining whether there has been a contravention of this Act; but
b: only if, in the Registrar's opinion, it is in the public interest to do so.
2: A person who is authorised by the Registrar must be an employee of the public service (within the meaning of the Public Service Act 2020
3: Nothing in this section limits or affects the Tax Administration Act 1994 Statistics Act 1975 1993 No 105 s 365
245: What powers may be exercised
1: The powers are as follows:
a: to require a person, in the manner specified by the Registrar or authorised person, to produce for inspection relevant documents within that person's possession or control:
b: to inspect and take copies of relevant documents:
c: to take possession of relevant documents and remove them from the place where they are kept, and retain them for a reasonable time, for the purpose of taking copies:
d: to retain relevant documents for a period that is, in all the circumstances, reasonable if there are reasonable grounds for believing that they are evidence of the commission of an offence.
2: A person who fails to comply with a requirement under subsection (1)(a) commits an offence and is liable on conviction to a fine not exceeding $10,000.
3: A person referred to in subsection (1)(a) includes a person carrying on the business of banking.
4: Every person has the same privileges in relation to producing relevant documents under this section as witnesses have in proceedings before a court ( see subpart 8
5: In this section, relevant document
a: the society; or
b: money or other property that is, or has been, managed, supervised, controlled, or held in trust by or for the society. 1993 No 105 s 365
246: Offence to obstruct or hinder
A person commits an offence and is liable on conviction to a fine not exceeding $10,000 if the person obstructs or hinders the Registrar or a person authorised by the Registrar while exercising a power conferred by section 244
247: Disclosure of information and reports
1: This section applies to a person ( A section 244
a: obtained a document or other information in the course of making an inspection under that section; or
b: prepared a report in relation to an inspection under that section.
2: A must, if directed to do so by the Registrar, give the document, information, or report to—
a: the Registrar; or
b: the Minister; or
c: the chief executive of the Ministry; or
d: any person authorised by the Registrar to receive the document, information, or report for the purposes of this Act or in connection with the exercise of powers conferred by this Act; or
e: a liquidator for the purposes of the liquidation of a society; or
f: any person authorised by the Registrar to receive the document, information, or report for the purposes of detecting offences against any Act.
3: A must not disclose that document, information, or report except—
a: under subsection (2); or
b: subject to the approval of the Registrar, with the consent of the person to whom it relates; or
c: subject to the approval of the Registrar, for the purposes of this Act or in connection with the exercise of powers conferred by this Act; or
d: to the extent that the information, or information contained in the document or report, is available under any Act or in a public document; or
e: subject to the approval of the Registrar, to a liquidator for the purposes of the liquidation of a society; or
f: in the course of criminal proceedings; or
g: subject to the approval of the Registrar, for the purpose of detecting offences against any Act.
4: A person who fails to comply with this section commits an offence and is liable on conviction to a fine not exceeding $10,000. 1993 No 105 s 366
248: Inspector's report admissible in liquidation proceedings
Despite any other Act or rule of law, a report prepared by a person in relation to an inspection carried out by the person under section 244 1993 No 105 s 369 Appeals against Registrar’s decisions
249: Appeals against Registrar’s decisions
1: A person who is aggrieved by an act or a decision of the Registrar under this Act may appeal to the District Court within 28 working days after the date of notification of the act or decision, or within any further time that the court may allow.
2: On hearing the appeal, the District Court may approve the Registrar's act or decision or may give any directions or make any determination in the matter that the court thinks fit.
3: Despite subsection (1), there is no appeal against an act or a decision of the Registrar under—
a: subpart 1 2 4
b: section 215(1)(a) 216(1)(d) 221 222 224 1993 No 105 s 370
250: Exercise of powers under section 244 not affected by appeal
1: If a person appeals or applies to the court in relation to an act or a decision of the Registrar, or of a person authorised by the Registrar, under section 244
a: the Registrar, or that person, may continue to exercise the powers under that section as if no appeal or application had been made; and
b: no person is excused from fulfilling an obligation under that section by reason of that appeal or application.
2: Subsection (1) applies despite any other provision of any Act or any rule of law, but is subject to subsection (3).
3: If the appeal or application is allowed or granted,—
a: the Registrar must ensure that, promptly after the decision of the court is given, any copy of a document taken or retained by the Registrar, or by a person authorised by the Registrar in respect of that act or decision, is destroyed; and
b: no document or other information acquired under section 245 1993 No 105 s 371 Sharing of information relating to charitable entities
251: Sharing of information relating to charitable entities
1: The Registrar may provide to the Charities Act chief executive any information, or a copy of any document, that the Registrar—
a: holds in relation to the performance or exercise of the Registrar's functions, powers, or duties; and
b: considers may assist that chief executive in the performance or exercise of their functions, powers, or duties under the Charities Act 2005
2: The Registrar may use any information, or a copy of any document, provided to them by the Charities Act chief executive under the Charities Act 2005
3: In this section,— Charities Act chief executive section 4 Registrar's functions, powers, or duties Companies Act 1993 Financial Service Providers (Registration and Dispute Resolution) Act 2008 Financial Markets Conduct Act 2013
4: This section applies despite anything to the contrary in any contract, deed, or document.
5: Nothing in this section limits the Privacy Act 2020 1993 No 105 s 371A
2: Jurisdiction
252: Jurisdiction of District Court
1: The District Court may hear and determine appeals against the Registrar’s decisions.
2: The District Court may hear and determine applications for orders, or for a court to exercise any other power, under any of the provisions of this Act if—
a: the amount claimed or the value of the property to which the matter relates does not exceed $350,000; or
b: no amount is claimed and there is no property to which the matter relates; or
c: the occasion for the making of the order or the exercise of the power arises in the course of civil proceedings properly before the court; or
d: the parties consent, under section 81
3: Subsection (2) does not limit subsection (1).
4: Despite subsection (2), the District Court does not have jurisdiction to hear and determine an application or other matter if this Act expressly provides that the High Court is to exercise the power in relation to the matter (for example, applications for a society to be put into liquidation).
253: Jurisdiction of High Court
The High Court may hear and determine the following matters:
a: applications for orders, or for a court to exercise any other power, under any provision of this Act:
b: appeals arising from any proceeding in the District Court under this Act.
3: Regulations
254: Regulations
1: The Governor-General may, by Order in Council, make regulations for all or any of the following purposes:
a: prescribing information that must be included or provided for the purposes of this Act:
b: prescribing, for the purposes of any provision of this Act that requires a thing to be done in a manner prescribed by the regulations, the manner in which the thing must be done, including prescribing—
i: by whom, when, where, and how the thing must be done:
ii: the form that must be used in connection with doing the thing:
iii: what information or other evidence or documents must be provided in connection with the thing:
iv: requirements with which information, evidence, or documents that are provided in connection with the thing must comply:
v: that fees or charges must be paid in connection with doing the thing:
c: authorising the Registrar to determine or prescribe, whether by notice or by setting the requirements of the register, any of the matters under paragraph (b)(i) to (iv):
d: declaring any class or classes of persons to be, or not to be, officers for the purposes of this Act:
e: prescribing circumstances for the purposes of section 45(4)
f: prescribing countries, States, or territories for the purposes of section 47(3)(g)
g: prescribing changes for the purposes of section 52(1)(c)
h: prescribing conditions for the purposes of sections 62(3) 67
i: prescribing kinds of societies for the purposes of section 84(4)
j: defining total current assets for the purposes of section 103
k: prescribing requirements under section 104(b)
l: prescribing kinds of societies for the purposes of section 105
m: setting the infringement fee for each infringement offence, which must not exceed $1,000:
n: prescribing information to be included in infringement notices and reminder notices and the form of notices:
o: prescribing matters for the purposes of subpart 1 sections 177(1)(a) 186(2) 188
p: prescribing matters for the purposes of subpart 5 section 216(2)(b)
q: prescribing procedural requirements for resolutions referred to in section 229(1)(b)
r: prescribing the manner of serving documents on a society and when the documents are treated as received:
s: prescribing how information may or must be given to, provided to, or served on any person under this Act and other matters relating to that procedure (including when the information is treated as received, or as having been given, provided, or served, for the purposes of this Act and the regulations):
t: prescribing procedures, requirements, and other matters, not inconsistent with this Act, for the register, including matters that relate to—
i: the operation of the register:
ii: the form of the register:
iii: the information to be contained in the register:
iv: access to the register:
v: search criteria for the register:
vi: circumstances in which amendments must be made to the register:
u: specifying Acts for the purposes of section 257 Schedule 3
v: specifying the preconditions that must be met for a body corporate or other association (an entity section 257 Schedule 3
w: specifying terms and conditions that must be complied with by an entity after it has reregistered as an incorporated society under section 257 Schedule 3
x: providing for any other matters contemplated by this Act, necessary for its administration, or necessary for giving it full effect.
2: Regulations may be made under the following only on the recommendation of the Minister:
a: subsection (1)(l):
b: subsection (1)(u) to (w).
3: The Minister may make a recommendation under subsection (2)(a) only if the Minister has had regard to the following:
a: the circumstances in which companies and other kinds of entities are required to have their financial statements audited under other legislation:
b: the desirability of avoiding unnecessary administrative burdens, and unnecessary compliance costs, for incorporated societies:
c: the principles in section 3(d)
d: the desirability of promoting confidence in the integrity of the financial reporting of incorporated societies.
4: The Minister may make a recommendation under subsection (2)(b) in relation to an entity, or an entity of a particular type, that is formed or incorporated by or under an Act (the specified Act
a: the Minister is satisfied that allowing the entity, or an entity of that type, to reregister as an incorporated society—
i: is not materially inconsistent with the purposes of the specified Act; and
ii: is otherwise appropriate (having regard to the purposes of this Act and whether the matter would be more appropriately dealt with by way of parliamentary enactment); and
b: in the case of a specified Act that imposes significant duties or requirements on the entity or on an entity of that type, the Minister is satisfied that an entity that is reregistered as an incorporated society will continue to be subject to substantially similar, or stricter, duties or requirements (subject to any minor or technical changes); and
c: the Minister has consulted the persons (or representatives of the persons) that the Minister considers will be substantially affected by the regulations, and those persons have had the opportunity to comment to the Minister.
5: If regulations made under subsection (1)(c) authorise the Registrar to determine or prescribe matters by notice,—
a: the notice is secondary legislation ( see Part 3
b: the regulations must contain a statement to that effect.
6: Different matters for the purposes of this Act may be prescribed by the regulations for different classes of persons or different classes of circumstances.
7: Regulations made under this section are secondary legislation ( see Part 3 The following table is small in size and has 3 columns that are grouped under the heading Legislation Act 2019 requirements for secondary legislation referred to in subsection (7). Legislation Act 2019 requirements for secondary legislation referred to in subsection (7) Publication PCO must publish it on the legislation website and notify it in the Gazette LA19 s 69(1)(c) Presentation The Minister must present it to the House of Representatives LA19 s 114 Disallowance It may be disallowed by the House of Representatives LA19 ss 115 116 This note is not part of the Act. The following table is small in size and has 3 columns that are grouped under the heading Legislation Act 2019 requirements for secondary legislation referred to in subsection (5)(a). Legislation Act 2019 requirements for secondary legislation referred to in subsection (5)(a) Publication The maker must publish it in accordance with the Legislation (Publication) Regulations 2021 LA19 ss 69 73 74(1)(aa) Presentation The Minister must present it to the House of Representatives, unless it is excluded by section 114(2) LA19 s 114 Disallowance It may be disallowed by the House of Representatives, unless it is excluded by section 115 LA19 ss 115 116 This note is not part of the Act.
255: Fees
1: The Governor-General may, by Order in Council, make regulations prescribing—
a: fees or other amounts payable to the Registrar for the performance of functions or the exercise of powers under this Act or the regulations or the manner in which those fees or amounts may be calculated:
b: amounts payable to the Registrar by way of penalty for failure to deliver a document to the Registrar within the time prescribed by or under this Act:
c: fees or other amounts payable to the Registrar for any other matter under this Act or the regulations or the manner in which those fees or amounts may be calculated.
2: The Registrar may refuse to perform a function or exercise a power until the fee or amount prescribed by the regulations is paid.
3: The regulations may authorise the Registrar to refund or waive, in whole or in part and on the conditions that may be prescribed, payment by 1 or more named persons of any fee or amount referred to in this section.
4: A fee or an amount payable to the Registrar is recoverable by the Registrar in any court of competent jurisdiction as a debt due to the Crown.
5: Regulations made under this section are secondary legislation ( see Part 3 The following table is small in size and has 3 columns that are grouped under the heading Legislation Act 2019 requirements for secondary legislation made under this section. Legislation Act 2019 requirements for secondary legislation made under this section Publication PCO must publish it on the legislation website and notify it in the Gazette LA19 s 69(1)(c) Presentation The Minister must present it to the House of Representatives LA19 s 114 Disallowance It may be disallowed by the House of Representatives LA19 ss 115 116 This note is not part of the Act.
256: Transitionals, savings, and orderly implementation of Act
1: The Governor-General may, by Order in Council, on the recommendation of the Minister, make regulations for any of the following purposes:
a: providing that, subject to any conditions stated in the regulations, transitional or savings provisions prescribed by the regulations that relate to the implementation of this Act (in addition to, or in substitution for, any other transitional provisions in Schedule 1
b: providing that, subject to any conditions stated in the regulations, specified provisions of this Act (including definitions and any transitional provisions in Schedule 1
c: prescribing matters for the purposes of Part 1
2: The Minister must not recommend the making of regulations under this section unless the Minister is satisfied that the regulations—
a: are necessary or desirable for the orderly implementation of this Act; and
b: are consistent with the purposes of this Act.
3: This section is repealed on the close of the 5-year date.
4: Any regulations made under this section that are in force on the 5-year date are revoked on the close of that day.
5: Nothing in Schedule 1
6: In this section, 5-year date clause 4
7: Regulations made under this section are secondary legislation ( see Part 3 The following table is small in size and has 3 columns that are grouped under the heading Legislation Act 2019 requirements for secondary legislation made under this section. Legislation Act 2019 requirements for secondary legislation made under this section Publication PCO must publish it on the legislation website and notify it in the Gazette LA19 s 69(1)(c) Presentation The Minister must present it to the House of Representatives LA19 s 114 Disallowance It may be disallowed by the House of Representatives LA19 ss 115 116 This note is not part of the Act.
4: Conversion of entities into incorporated societies
257: Entities formed or incorporated by other Acts may convert to be incorporated societies
A body corporate or other association that is formed or incorporated by or under an Act that is specified by the regulations for the purposes of this section may be reregistered as an incorporated society under this Act in accordance with Schedule 3
258: Consequences of failing to comply with terms or conditions of conversion
1: This section applies if an incorporated society fails to comply with a term or condition imposed under regulations made under section 254(1)(w)
2: The court may make 1 or more of the orders specified in section 129
3: For the purposes of subsection (2), subpart 1
4: See also section 175
5: Amendments to Charitable Trusts Act 1957
259: Amendments to Charitable Trusts Act 1957
This subpart amends the Charitable Trusts Act 1957 2023-10-05 Charitable Trusts Act 1957 See section 2(3)(b), unless earlier brought into force by OIC (see section 2(2)).
260: Section 6 amended (Interpretation)
1: In section 6 Assistant Registrar
2: In section 6 Registrar Registrar
261: Section 8 replaced (Society may apply for incorporation)
Replace section 8
8: Applications for incorporation may no longer be made by societies
1: An application for the incorporation of a society as a board under this Part may not be made on or after the commencement date.
2: An application for the incorporation of a society as a board under this Part that is made before the commencement date must be considered and determined as if the Incorporated Societies Act 2022 had not been enacted.
3: In this section, commencement date section 261
4: See section 30A 2022
262: Section 9 amended (Manner in which society may authorise application)
In section 9 sections 7 and 8 section 7
263: Section 10 amended (Applications for incorporation)
1: In section 10(2)(a) or society
2: In section 10(2)(c) by a society or
3: Replace section 10(3)
3: If the Registrar considers that any documents accompanying an application do not disclose sufficient information regarding the trusts on which any property is held by the applicant or applicants, the Registrar may refuse to register the trustees as provided in this Part until the further information that the Registrar requires is supplied to the Registrar.
264: Section 11 amended (Registration of boards)
1: In section 11(1) or society (as the case may be)
2: Replace section 11(1)(a)
a: enter the name of the board in the register kept by the Registrar under this Part, together with details of the place of the board’s registered office and any other details that the Registrar thinks fit:
265: Section 17 amended (Right to appeal to court)
In section 17(1) , or that a society is not to be so registered,
266: New section 30A inserted (Society may reregister under Incorporated Societies Act 2022)
After section 30
30A: Society may reregister under Incorporated Societies Act 2022
1: A society incorporated as a board under this Part may continue to be incorporated under this Part as if this Act had not been amended by sections 259 to 267
2: However, a society incorporated as a board under this Part may apply to be reregistered as a society under the Incorporated Societies Act 2022 under Part 1 of Schedule 1 see clause 2(4)
267: Schedule 2 amended
In Schedule 2, repeal form 2
6: Repeal, revocation, and consequential amendments
268: Repeal of Incorporated Societies Act 1908
The Incorporated Societies Act 1908 2026-04-05 Incorporated Societies Act 1908 See section 2(3)(a), unless earlier brought into force by OIC (see section 2(2)).
269: Revocation of Incorporated Societies Regulations 1979
The Incorporated Societies Regulations 1979 2026-04-05 Incorporated Societies Regulations 1979 See section 2(3)(a), unless earlier brought into force by OIC (see section 2(2)).
270: Amendments to and repeal of other legislation
1: Amend the Acts specified in Part 1
2: Amend the secondary legislation specified in Part 2
3: The Plunket Society Rules Act 1959 2026-04-05 Arms Act 1983 Building Research Levy Act 1969 Bylaws Act 1910 Charities Act 2005 COVID-19 Response (Requirements For Entities—Modifications and Exemptions) Act 2020 Defamation Act 1992 Employment Relations Act 2000 Financial Reporting Act 2013 Flags, Emblems, and Names Protection Act 1981 Friendly Societies and Credit Unions Act 1982 Gambling Act 2003 Girl Guides Association (New Zealand Branch) Incorporation Act 1942 Heavy Engineering Research Levy Act 1978 Income Tax Act 2007 Insolvency Act 2006 Lawyers and Conveyancers Act 2006 Major Events Management Act 2007 Military Decorations and Distinctive Badges Act 1918 New Zealand Business Number Act 2016 New Zealand Library Association Act 1939 Ngāti Koroki Kahukura Claims Settlement Act 2014 Property Law Act 2007 Racing Industry Act 2020 Receiverships Act 1993 Sale and Supply of Alcohol Act 2012 Scout Association of New Zealand Act 1956 Summary Proceedings Act 1957 Trade Unions Act 1908 Amusement Devices Regulations 1978 Employment Relations (Prescribed Matters) Regulations 2000 Family Violence Regulations 2019 Fisheries (Amateur Fishing) Regulations 2013 Residential Care and Disability Support Services Regulations 2018 Social Security Regulations 2018 Plunket Society Rules Act 1959 See section 2(3)(a), unless earlier brought into force by OIC (see section 2(2)).