The consent of a body corporate (A) to become a member of a society may be given on A’s behalf in writing by a person acting under A’s express or implied authority.

Clause 84

In clause 84(1)(a), replace “signing” (page 46, line 5) with “approval”.

Clause 86

In clause 86, replace “sign” (page 46, line 30) with “approve”.

In clause 86, replace “signed” (page 46, line 31) with “approved”.

Clause 96

After clause 96(2) (page 52, after line 12), insert:

(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); but

(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 in respect of the relevant period if,—

(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 has the meaning set out in the regulations.

Clause 111

In clause 111(2), replace “that subsection” (page 55, line 23) with “subsection (1)”.

Clause 119

In clause 119(2)(a), replace “members or former members” (page 59, line 2) with “members, former members, or officers”.

Clause 158

Replace clause 158 (page 72, lines 12 to 31) with:

158 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.

Clause 168

After clause 168(1)(f) (page 76, after line 3), insert:

(fa)

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(2A) of Schedule 1 (which relates to the transitional reregistration of societies); or

Clause 179

In clause 179(1), replace “register.” (page 79, line 36) with “register under section 178.”

Clause 180

In clause 180(1), after “register” (page 80, line 6), insert “under section 178”.

Clause 202

In clause 202(3), after “Act” (page 86, line 35), insert “(see, in particular, subpart 5)”.

Clause 206

In clause 206(3), after “Act” (page 88, line 16), insert “(see, in particular, subpart 5)”.

Clause 223

After clause 223(a)(ii) (page 94, after line 33), insert:

(iia)

obtain information about the officers of a society; and

Clause 229

In clause 229(b), after “activities,” (page 97, lines 15 and 16), insert “officers,”.

Clause 240

In clause 240(3)(b), after “214,” (page 101, line 20), insert “214A,”.

Clause 241

In clause 241(1), replace “or a person authorised by the Registrar” (page 101, line 24) with “, or of a person authorised by the Registrar,”.

Clause 245

Delete clause 245(1)(b)(vi) (page 103, lines 33 and 34).

After clause 245(1)(b) (page 103, after line 34), insert:

(ba)

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):

After clause 245(1)(e) (page 104, after line 5), insert:

(ea)

defining total current assets for the purposes of section 96:

After clause 245(3) (page 106, after line 4), insert:

(3A)

If regulations made under subsection (1)(ba) authorise the Registrar to determine or prescribe matters by notice,—

(a)

the notice is secondary legislation (see Part 3 of the Legislation Act 2019 for publication requirements), unless the notice applies only to 1 or more named persons; and

(b)

the regulations must contain a statement to that effect.

Clause 247

In clause 247(6), replace “which this section” (page 107, line 19) with “which clause 4 of Schedule 1”.

Clause 254

Replace clause 254(2) (page 108, line 26) with:

(2)

In section 10(2)(c), delete “by a society or”.

Clause 261

In the heading to clause 261, replace “Acts” (page 109, line 23) with “legislation”.

Replace clause 261(1) (page 109, line 24) with:

(1)

Amend the Acts specified in Part 1 of Schedule 4 as set out in that schedule.

(1A)

Amend the secondary legislation specified in Part 2 of Schedule 4 as set out in that schedule.

Schedule 1

In Schedule 1, clause 2(2)(d), replace “than the transition date” (page 111, line 22) with “than the fourth anniversary of the date of Royal assent”.

In Schedule 1, clause 2(2)(d)(i), replace “ceases” (page 111, line 24) with “may cease”.

In Schedule 1, clause 5(2), delete “the end of” (page 112, line 36).

In Schedule 1, clause 6(1), replace “provisions of Schedule 2” (page 113, line 12), with “provisions of clauses 1A to 7 of Schedule 2”.

In Schedule 1, after clause 6(2) (page 113, after line 16), insert:

(3)

Subclause (1) does not prevent a society from subsequently amending its constitution in accordance with this Act (to change the procedures for resolving disputes referred to in section 26(1)(j)).

(4)

Section 38A does not limit this clause.

In Schedule 1, replace clause 7(2) (page 113, lines 25 to 28) with:

(2)

However, the Registrar may refuse to reregister the society for any of the grounds referred to in sections 8 and 11 to 13.

(2A)

If the Registrar considers that any of the grounds referred to in sections 8 and 11 to 13 apply but that it is nevertheless appropriate to reregister the society without further delay, the Registrar may reregister the society under subclause (1) subject to terms and conditions specified by the Registrar (instead of refusing reregistration under subclause (2)).

(2B)

The Registrar must, if they act under subclause (2A), be satisfied that the terms and conditions of reregistration are likely to ensure that the grounds referred to in sections 8 and 11 to 13 that apply are addressed (to the Registrar’s satisfaction) within a reasonable period of time.

(2C)

See also section 168(1)(fa), which specifies the failure to comply with a term or condition of reregistration as a ground on which the Registrar may remove the society from the register.

(2D)

Nothing in this clause prevents the Registrar or the court from performing or exercising any function, duty, or power in respect of any grounds referred to in subclause (2) if there has been any failure to comply with any term or condition of reregistration.

In Schedule 1, clause 7(3)(a), after “complied with” (page 113, line 32), insert “(but see section 10(2), which confirms that the Registrar may consider or reconsider at any time whether requirements of this Act are complied with)”.

In Schedule 1, after clause 7(4) (page 113, after line 36), insert:

(5)

For the purposes of this clause, sections 8 to 14 apply with all necessary modifications as if the application for reregistration were an application for incorporation.

In Schedule 1, clause 10(3)(a), delete “as if it were made before that date” (page 116, lines 33 and 34).

In Schedule 1, clause 10(3)(b)(ii), replace “28 working days” (page 116, line 37) with “the expiry of the 28-working-day period that starts immediately”.

In Schedule 1, replace clause 10(3)(c) (page 117, lines 8 to 13) with:

(c)

if the society is not reregistered, the society ceases to exist on the later of—

(i)

the expiry of the 28-working-day period referred to in paragraph (b)(ii); and

(ii)

the expiry of any further time allowed by a court under paragraph (b)(iii):

(d)

if the society ceases to exist under paragraph (c), this Act applies, with all necessary modifications, as if the existing society had been removed from the register when it ceased to exist.

In Schedule 1, clause 10(4), replace “and (3)(c)(ii)” (page 117, line 14) with “and (3)(c) and (d)”.

In Schedule 1, clause 10(5), replace “or (3)(c)(ii)” (page 117, line 18) with “or subclause (3)(c) and (d)”.

In Schedule 1, after clause 10(6) (page 117, after line 26), insert:

(6A)

If a society continues to be incorporated under the 1908 Act under subclause (3)(b), the 1908 Act, as in force immediately before the commencement of this clause, continues to apply to the society.

In Schedule 1, clause 12, before “commenced” (page 118, line 35), insert “occurred or”.

In Schedule 1, after clause 13(2) (page 119, after line 9), insert:

(2A)

The Registrar may act under subclause (2) only if the Registrar is satisfied that there is a proper reason for the society to continue to exist.

In Schedule 1, after clause 15 (page 120, after line 2), insert:

16 References to Registrar of Incorporated Societies

Unless the context otherwise requires, a reference in a provision of any other legislation to the Registrar of Incorporated Societies under this Act includes the Registrar of Incorporated Societies under the Incorporated Societies Act 1908.

17 Existing law continues to apply to societies while they continue to be incorporated under Incorporated Societies Act 1908

(1)

This clause applies if—

(a)

a provision of any other legislation (the provision) is amended or replaced under Schedule 4; and

(b)

the provision applies in relation to a society incorporated under the Incorporated Societies Act 1908; and

(c)

the society continues to be incorporated under that Act in accordance with this schedule.

(2)

Unless the context otherwise requires, the provision continues to apply to the society as if this Act had not been enacted (but only for as long as the society continues to be incorporated under the Incorporated Societies Act 1908).

Schedule 3

In Schedule 3, clause 6(2)(b), replace “existing society” (page 127, line 7) with “specified entity”.

In Schedule 3, clause 6(2)(c), replace “existing society” (page 127, line 8) with “specified entity”.

In Schedule 3, clause 6(2)(d), replace “existing society” (page 127, line 9) with “specified entity”.

Schedule 4

In the Schedule 4 heading (page 128, line 2), replace “Acts” with “legislation”.

After the Schedule 4 heading (page 128, after line 3), insert:

Part 1Amendments to other Acts

In Schedule 4, replace the item relating to section 15(a) of the Charities Act 2005 (page 128, lines 20 and 21) with:

In section 15(a), after “Incorporated Societies Act 1908”, insert “or the Incorporated Societies Act 2021”.

In Schedule 4, after the item relating to the Charities Act 2005 (page 129, after line 17), insert:

COVID-19 Response (Requirements For Entities—Modifications and Exemptions) Act 2020 (2020 No 14)

In section 5(e), after “Incorporated Societies Act 1908”, insert “and the Incorporated Societies Act 2021”.

In section 7, definition of incorporated society, after “Incorporated Societies Act 1908”, insert “or the Incorporated Societies Act 2021”.

In Schedule 4, replace the item relating to the Employment Relations Act 2000 (page 129, lines 21 to 25) with:

Employment Relations Act 2000 (2000 No 24)

In section 5, insert in its appropriate alphabetical order:

constitution, in relation to a union or a society that wishes to register as a union, has the meaning given to it by section 13(3)

Replace section 13(2)(a) and (b) with:

(a)

a copy of the society’s certificate of incorporation under the Incorporated Societies Act 2021 or the Incorporated Societies Act 1908; and

(b)

a copy of the society’s constitution; and

After section 13(2), insert:

(3)

In this section, constitution, in relation to a union or a society that wishes to register as a union, means the society’s constitution registered under the Incorporated Societies Act 2021 or the society’s rules registered under the Incorporated Societies Act 1908.

In section 14(1)(b), after “under the”, insert “Incorporated Societies Act 2021 or the”.

In section 14(1)(c), replace “rules are” with “constitution is”.

In section 14(1)(ca), replace “rules contain” with “constitution contains”.

In section 18A(1)(a), replace “rules” with “constitution”.

In section 45(2), replace “rules” with “constitution”.

In section 82A(2)(a), replace “rules” with “constitution”.

In section 161(1)(h) and (k), replace “rules” with “constitution”.

In Schedule 4, item relating to section 48(1)(a) of the Financial Reporting Act 2013, after “96(2)(b)” (page 129, line 27), insert “and (4)”.

In Schedule 4, item relating to new section 49(cb) of the Financial Reporting Act 2013, after “96(2)(b)” (page 129, line 30), insert “and (4)”.

In Schedule 4, replace the item relating to the Friendly Societies and Credit Unions Act 1982 (page 130, lines 1 to 5) with:

Friendly Societies and Credit Unions Act 1982 (1982 No 118)

In section 2, insert in its appropriate alphabetical order:

incorporated society means an incorporated society registered under the Incorporated Societies Act 2021 or the Incorporated Societies Act 1908

In section 100(2)(c), delete “registered under the Incorporated Societies Act 1908”.

In section 106(1), delete “registered under the Incorporated Societies Act 1908” in each place.

In Schedule 4, replace the item relating to the Insolvency Act 2006 (page 130, lines 29 to 31) with:

Insolvency Act 2006 (2006 No 55)

In section 3, definition of company, paragraph (b), after “under the”, insert “Incorporated Societies Act 2021 or the”.

In Schedule 4, delete the item relating to the Niue Act 1966 (page 131, lines 32 and 33).

In Schedule 4, after the item relating to the Trade Unions Act 1908 (page 133, after line 20), insert:

Part 2Amendments to secondary legislation

Amusement Devices Regulations 1978 (SR 1978/294)

In regulation 2(1), definition of model engineering hobby club, paragraph (b), after “Incorporated Societies Act 1908”, insert “or the Incorporated Societies Act 2021”.

Employment Relations (Prescribed Matters) Regulations 2000 (SR 2000/185)

In the Schedule, form 1, item 3(a), after “Incorporated Societies Act 1908”, insert “or the Incorporated Societies Act 2021”.

In the Schedule, form 1, item 3(b), replace “society’s rules as registered under that Act” with “society’s rules or constitution as registered under an Act referred to in paragraph (a)”.

Family Violence Regulations 2019 (LI 2019/96)

In Schedule 3, after the item relating to the Incorporated Societies Act 1908, insert:

Incorporated Societies Act 2021

Section 222

Fisheries (Amateur Fishing) Regulations 2013 (SR 2013/482)

In regulation 52(2)(b), after “Incorporated Societies Act 1908”, insert “or the Incorporated Societies Act 2021”.

Residential Care and Disability Support Services Regulations 2018 (LI 2018/203)

In Schedule 3, clause 14, definition of specified other entity, paragraph (c), after “Incorporated Societies Act 1908”, insert “or the Incorporated Societies Act 2021”.

Social Security Regulations 2018 (LI 2018/202)

In Schedule 8, clause 13, definition of specified other entity, paragraph (c), after “Incorporated Societies Act 1908”, insert “or the Incorporated Societies Act 2021”.

Explanatory note

This Supplementary Order Paper amends the Incorporated Societies Bill. The amendments make minor or technical changes to improve the workability of the Bill and the clarity of the drafting, including—

clarifying in clause 38A that references to the dispute resolution procedures in Schedule 2 do not include clause 1 (because it is only an overview clause):
giving more flexibility relating to how a body corporate may consent to being a member of a society (clause 70). The consent may be given by any person acting under the body corporate’s authority (and need not be a director):
clarifying when a recently established society is a small society (with simpler financial reporting requirements). Currently, the test in clause 96 relates to a society’s operating payments and current assets in the 2 preceding accounting periods of the society. The amendments provide that if the society has not been in existence for 2 accounting periods, the test looks at the society’s operating payments and current assets in the accounting period for which the financial statements will be prepared. The amendments also provide for regulations to set out the meaning of the term total current assets (to provide clarity):
updating clause 158 (which provides for how an infringement notice may be served) to ensure it is consistent with recent changes to drafting practice relating to infringement regimes:
clarifying that the purpose of the register of incorporated societies under clause 223 includes to allow a member of the public to obtain certain information about the officers of a society:
ensuring that if regulations authorise the Registrar to determine or prescribe matters by notice, the notice is secondary legislation under the Legislation Act 2019:
adjusting when transitional regulations must be revoked under clause 247. Those regulations must be revoked no later than 5 years after clause 4 of Schedule 1 commences. Clause 4 prevents applications for incorporation being made under the Incorporated Societies Act 1908 (the 1908 Act):
providing more flexibility in connection with the reregistration of societies incorporated under the 1908 Act. If the Registrar considers that a ground for refusing reregistration applies but it is nevertheless appropriate to reregister the society without further delay, the Registrar is given a discretion to reregister the society subject to terms and conditions. The terms and conditions must be likely to ensure that the ground for refusal is addressed within a reasonable time. If those terms and conditions are not complied with, the Registrar may remove the society from the register under clause 168:
adding transitional provisions to clarify that—
- references in legislation to the Registrar of Incorporated Societies under this Bill include the Registrar under the 1908 Act; and
- the 1908 Act continues to apply to societies while they continue to be incorporated under that Act; and
- provisions in legislation amended by Schedule 4 continue to apply to societies while they continue to be incorporated under the 1908 Act:
amending the consequential amendments in Schedule 4, including adding some consequential amendments to secondary legislation.

Departmental disclosure statement

The Ministry of Business, Innovation, and Employment considers that a departmental disclosure statement is not required to be prepared for this Supplementary Order Paper.

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Incorporated Societies Bill - Amendment paper No 130