Incorporated Societies Act 2022

Coat of Arms of New Zealand

Incorporated Societies Act 2022

Public Act
 
2022 No 12
Date of assent
 
5 April 2022
Commencement
 
see section 2

Contents

1Title
2Commencement
3Purposes
4Overview
5Interpretation
6Transitional, savings, and related provisions
7Act binds the Crown
8Eligibility to be incorporated society
9Application for incorporation
10Registrar has discretion about nature and extent of consideration of application
11Registrar must refuse incorporation if name of society does not comply with requirements
12Registrar must refuse incorporation if Registrar considers that purposes do not comply with Act
13Registrar must refuse incorporation if Registrar considers that constitution does not comply with Act
14Body corporate treated as equivalent to 3 members in some cases
15Incorporation
16Society is body corporate
17Certificate of incorporation
18Capacity and powers
19Validity of actions
20Dealings between society and other persons
21No notice or knowledge of constitution merely because it is registered or available for inspection
22Society must not be carried on for financial gain of its members
23Financial gain
24When society does not have financial gain purpose
25Society must have constitution
26What constitution must contain
27Constitution must not give members rights or interests in society’s property
28Bylaws, and tikanga, kawa, culture, or practice, and other matters
29Effect of constitution
30Society may amend constitution
31Minor or technical amendments
32Amended constitution must continue to comply
33Society must give Registrar copy of amendment and amended constitution
34Registration of amendment
35Court may amend constitution
36Amendment where constitution is oppressive, unfairly discriminatory, or unfairly prejudicial
37Change of name cannot be made by amending constitution
38Meanings of dispute and complaint
39Procedures for resolving disputes must be consistent with natural justice
40Society may choose to include procedures in Schedule 2
41Safe harbour if Schedule 2 is used
42Constitution may provide for types of dispute resolution
43Provisions relating to arbitration
44Constitution may provide for appeal or review
45Committee
46Management of society
47Qualifications of officers
48Registrar may waive disqualifying factors
49Other provisions relating to waivers
50Officer ceasing to hold office
51Former officer remains liable for past acts, omissions, and decisions
52Notice of elections or appointments and of other changes relating to officers
53Validity of officer’s acts
54Duty of officers to act in good faith and in best interests of society
55Powers must be exercised for proper purpose
56Officers must comply with Act and constitution
57Officer’s duty of care
58Duty relating to activities that create substantial risk of serious loss to creditors
59Duty in relation to obligations
60Use of information and advice
61Duties owed to society
62When officer has interest
63Duty to disclose interest
64Consequences of being interested in matter
65Consequences of failing to disclose interest
66Regulations may provide for how members are notified
67Constitution may negate, limit, or modify conflict of interest requirements
68Avoidance of transactions
69What is fair value
70Onus of proving fair value
71Effect on third parties
72Application of provisions in case of certain payments, indemnities given, or insurance provided
73Interests register
74Society must have at least 10 members
75Registrar may act if society has fewer than 10 members
76Consent to become member
77Members have no right to property of society
78Liability of members
79Register of members
80Information for members
81Grounds for refusing request
82Member may withdraw request if there is charge for information
83Court orders relating to information
84Annual general meetings
85Irregularities in calling meeting
86Information to be presented at annual general meeting
87Methods of holding meetings
88Right of access to financial statements and minutes of meeting
89Resolution in lieu of meeting
90Proposed resolution in lieu must be sent to members entitled to vote
91Accidental omission does not invalidate resolution in lieu
92Society must send copy of passed resolution in lieu to certain members
93Constitution may permit voting by proxy, post, and electronic means
94Society restricted from indemnifying or effecting insurance for its own officers, members, and employees
95Society may indemnify or effect insurance for person in their capacity as employee of third person
96Permitted indemnities for certain liabilities or costs
97Permitted insurance for certain liability or costs
98Indemnity or insurance for breach of officers’ duties, etc, must be expressly authorised by society’s constitution
99Balance date of charitable entities
100Balance date of other societies
101Accounting records must be kept
102Annual financial statements must be prepared and registered
103Definitions relating to financial reporting
104Minimum requirements for financial statements of small societies
105Annual financial statements of certain societies must be audited
106Auditor must report to members
107Auditor’s report must be sent to Registrar and External Reporting Board if requirements have not been complied with
108Duties do not apply if alternative financial reporting duties under financial markets or charities legislation
109Annual returns
110Registered office
111Change of registered office
112Purpose
113Society must have contact person
114Who contact person may be
115Vacancy in position of contact person
116Notice of change of contact person
117Change of name of society
118Registrar may refuse application if proposed name contrary to section 11
119Change of name if name is contrary to section 11
120Effect of change of name
121Use of society name
122Society may use abbreviation
123Method of contracting
124Attorneys
125Service of documents
126Use of te reo Māori in records and documents
127Overview
128Part subject to exclusive jurisdiction under other legislation
129Court orders
130Disputes under society’s constitution
131When decision maker has lack of jurisdiction
132Who may apply
133Court orders
134Who may apply
135When member or officer may apply or intervene in proceeding on behalf of society
136Matters court must have regard to in determining whether to grant leave
137Other matters relating to leave application
138Powers of court where leave granted
139Costs of action by member, officer, or Registrar to be met by society
140Settlement, compromise, or withdrawal of proceeding brought by member, officer, or Registrar
141Prejudiced members
142Court orders
143Society may recover financial gain from member
144When member or officer may apply or intervene in proceeding on behalf of society
145Matters court must have regard to in determining whether to grant leave
146Other matters relating to leave application
147Powers of court where leave granted
148Costs of action by member, officer, or Registrar to be met by society
149Registrar may bring proceeding to recover financial gain
150Limit on Registrar’s power to apply
151Court may refuse to consider application
152Applications by former members
153Undertaking about damages not required by Registrar
154False statements
155Fraudulent use or destruction of property
156Falsification of register, records, or documents
157Operating fraudulently or dishonestly incurring debt
158Improper use of “Incorporated”, “Inc”, or “Manatōpū”
159Banning order contravention
160Infringement offences
161Proceedings for infringement offences
162When infringement notice may be issued
163Infringement notice may be revoked
164What infringement notice must contain
165How infringement notice may be served
166Payment of infringement fee
167Reminder notices
168Court may disqualify officers
169When order may be permanent or for period longer than 10 years
170Notice of banning order
171Applications for orders
172Right to appear and give evidence
173Liability for contravening banning order
174Removal from register
175Grounds for removal from register
176When society may request removal
177Notice of intention to remove from register
178Objection to removal from register
179Objections under section 178(1)(a) to (d)
180Objections under section 178(1)(e) to (g)
181Registrar must send information to person who requests removal
182Court may order that society not be removed
183Liability of officers, members, and others to continue
184Restoration to register
185Registrar may restore society to register
186Notice of proposed restoration
187Registrar must not restore society if objection received
188Court may order restoration of society
189Registrar or court may require provisions of this Act or regulations to be complied with
190Other court orders
191Amalgamations
192Amalgamation proposal
193Information relating to proposal for members, creditors, and public
194Approval of amalgamation proposal
195Solvency test for amalgamations
196Officers must sign certificate
197Registration of amalgamation
198Certificate of amalgamation and changes to register
199Amalgamation must not proceed if Registrar considers that name does not comply
200Amalgamation must not proceed if Registrar considers that purposes do not comply with Act
201Amalgamation must not proceed if Registrar considers that constitution does not comply with Act
202Registrar has discretion about nature and extent of consideration of amalgamation proposal
203Effect of certificate of amalgamation
204Other registers
205Amalgamated society may present certificate about property of society
206Powers of court in other cases
207Compromises with creditors
208Members may resolve to put society into liquidation
209Application of Companies Act 1993 where members resolve to put society into liquidation
210High Court may put society into liquidation
211Limit on liquidation where society has fewer than 10 members
212Application to court to appoint liquidator
213Application of Companies Act 1993 where High Court puts society into liquidation
214Application of subpart
215Who may act under subpart
216Rules for disposal of surplus assets
217How resolution may be passed after society is removed
218When distribution under constitution does not apply
219Extent of inquiries that must be made
220Other provisions relating to person authorised by Registrar
221Directions to facilitate liquidation or removal of society
222Direction to defer disposal of surplus assets
223Disposal of surplus assets ceases if society is restored to register
224Distribution after lapse of time
225Direction relating to land
226No appeal against Registrar’s decision
227Application of subpart
228Notice of resolutions
229Approval of resolution
230Additional requirement for resolution providing for distribution of surplus assets
231Register of incorporated societies
232Purpose of register
233Contents of register
234Registrar may remove or omit information and may restrict public access
235Amendments to register
236Registration of documents or other information
237Search of register
238Search purposes
239When search constitutes interference with privacy of individual
240Registrar of Incorporated Societies
241Functions of Registrar
242Power of Registrar to delegate
243How delegated functions may be performed
244Registrar’s powers of inspection
245What powers may be exercised
246Offence to obstruct or hinder
247Disclosure of information and reports
248Inspector’s report admissible in liquidation proceedings
249Appeals against Registrar’s decisions
250Exercise of powers under section 244 not affected by appeal
251Sharing of information relating to charitable entities
252Jurisdiction of District Court
253Jurisdiction of High Court
254Regulations
255Fees
256Transitionals, savings, and orderly implementation of Act
257Entities formed or incorporated by other Acts may convert to be incorporated societies
258Consequences of failing to comply with terms or conditions of conversion
259Amendments to Charitable Trusts Act 1957
260Section 6 amended (Interpretation)
261Section 8 replaced (Society may apply for incorporation)
8Applications for incorporation may no longer be made by societies
262Section 9 amended (Manner in which society may authorise application)
263Section 10 amended (Applications for incorporation)
264Section 11 amended (Registration of boards)
265Section 17 amended (Right to appeal to court)
266New section 30A inserted (Society may reregister under Incorporated Societies Act 2022)
30ASociety may reregister under Incorporated Societies Act 2022
267Schedule 2 amended
268Repeal of Incorporated Societies Act 1908
269Revocation of Incorporated Societies Regulations 1979
270Amendments to and repeal of other legislation
Legislative history
Administrative information

The Parliament of New Zealand enacts as follows: