Incorporated Societies Act 2022

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Incorporated Societies Act 2022

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

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

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