Incorporated Societies - key changes

12 December 2023

The law governing incorporated societies has undergone some key changes. The Incorporated Societies Act 2022 and Incorporated Societies Regulations 2023 came into force on 5th October 2023. This legislation puts in place a modern legal, governance and accountability framework for incorporated societies and those who run them.

A key change for existing societies is that to remain as an incorporated society, a society will need to reregister under the Incorporated Societies Act 2022 (2022 Act) by 5th April 2026. If a society does not reregister under the 2022 Act, it will cease to be incorporated. This means that the society will not have a separate legal identity and members could be held personally liable for debts or obligations (such as leases) owed by the society.

As part of the reregistration requirements, a society must submit a constitution (also known as “rules” to some societies) that meets the requirements of the 2022 Act. The requirements of the Act and Incorporated Societies Regulations 2023 (Regulations) are different to the Incorporated Societies 1908 Act (1908 Act), so the society’s constitution will need to be reviewed and updated. This review and update process is a good opportunity to ensure that the constitution is fit for purpose and reflects the society’s current processes and procedures. Until a society reregisters it must operate under and comply with the 1908 Act.

Other key changes under the 2022 Act and Regulations include:

  • Every society must have a dispute resolution process set out in its constitution;
  • Every society must have a governing body;
  • Officers’ duties are expressed and are comparable to director duties under the Companies Act 1993;
  • A person must give their consent to becoming a member of a society;
  • Annual general meetings must be held, and financial statements and annual returns must be filed, within six months of the society’s balance date.

For new societies wanting to register as an incorporated society they will register under the 2022 Act.

Our Not-for-Profit team can help your society with its constitution review, drafting any changes to your constitution, drafting new constitutions, advising on the procedural requirements to adopt the new/updated constitution and help you to navigate the reregistration process.

We provide a complete range of review services tailored to the level of assistance as required by each society. These services range from a baseline review of a draft constitution against the requirements of the 2022 Act and Regulations, to a more fulsome fully managed process, where we meet with you to understand your society’s needs, review the current constitution and bylaws, draft amendments, work with you to finalise the constitution and any bylaws, assist with obtaining member approval (including strategies to build member support, calling and running a special general meeting and related voting processes) and assisting with the reregistration process.

If your society doesn’t want to reregister under the 2022 Act, we can advise on the winding up process.

Fiona Anthony is part of our Corporate & Commercial team at Norris Ward McKinnon.

Corporate & Commercial Team