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