Charities/NFP - Parry Field Lawyers

One of the most important roles in an organisation is that of the CEO. They help to lead both internally and externally and have a focus on the implementation of the vision and mission.

But what happens when the role changes and there is a transition of CEOs? Here are a few ways to ensure a smooth transition and ensure that the new CEO can feel like they can begin a new era, without having to do things the way they have previously been done.

Staff communications: Ensure there is an announcement to all staff with both the current and future CEO to announce the transition, including rational, timeline, and expectations.
External communications: Consider how the news will be provided externally to customers, suppliers and others.
Meeting key people: It is a good idea to ensure that the old CEO introduces the new CEO to key people. For charities, it would be good to make sure that donors are informed about the change, as often the relationship is with the CEO.
Training for the new CEO: It might be worth asking the new CEO if they have any particular area they would like training in – some possible areas could be: governance, delegation skills, presentation skills, report preparation, EQ skills, or other topics.
Internal transition: Shadowing of roles could be helpful between the old CEO and the new CEO. It is also important to ensure that the CFO discusses how the finances work.
New beginnings: Having said that, it is important that the new CEO is not left with the legacy of the old CEO. In other words, a Board should be ready and allow them to start doing things their own way. As part of this, it could be important that the old CEO leaves completely and does not stay on. Otherwise, the new CEO cannot make their own way (sometimes with mistakes) and try different things.
Marketing: The changeover can be a good chance to refresh the marketing strategy and explaining of what the purpose of the organisation is.
Employment: Get a contract agreed at the start the process which is clear on expectations and responsibilities.
Performance review plan: Create a plan from the beginning on how reviews will happen and when, so there can be clear understanding from the start.

We help many organisations which have new CEOs and hope this list is of help to consider. A transition can be very positive and a good thing for the organisation.

In New Zealand, residents’ associations have been a common way of managing a common area of land around residents’ houses or units, or sometimes they are used as advocacy and community. In this article we focus on residents’ associations that own or manage property for the benefit of residents. Residents’ associations are often established as incorporated societies, existing for the benefit of their community of residents and to manage an area of common land or facilities.

Due to a change in the law, all incorporated societies in New Zealand will need to re-register to comply with the Incorporated Societies Act 2022. It’s important to note that if an incorporated society does not reregister by April 2026 then it will cease to exist.

When considering re-registration, residents’ associations should take into consideration:

If there is a common area used by residents, and who owns this property?
Who manages the insurance of the property?
Will the current area of the property be subject to change in the future?
Are there other obligations and parties we need to consult (i.e. councils, developers).

It’s important to note that if your residents association does own property, it needs to consider whether it would like to re-register – more information here.

If you would like assistance with your residents’ association, please get in touch.

We support incorporated societies and regularly answer related queries. If you would like to discuss further, email incorporatedsocieties@parryfield.com and a member of our Parry Field Lawyers team will be in touch.

Can a trust, or its trustees collectively, be regarded as a “person” and therefore held directly accountable for breaches of Health and Safety law? In this article, we consider how a tragic accident in 2020 led to a court ruling on this issue, clarifying the liability of trustees under the Health and Safety at Work Act 2015 and highlighting the consequences for those managing unincorporated trusts.

On 17 September 2020, a tragic accident occurred where a child’s jacket was caught in machinery and the child was fatally injured. The farm where the accident occurred was owned by RH & Jury Trust (the Trust), an unincorporated trust. WorkSafe New Zealand charged the Trust with breaching the Health and Safety at Work Act 2015 (“HSWA”), as a “person conducting a business or undertaking” (“PCBU”) under sections 37(1), 48(1) and 48(2)(c).

The District Court ruled that the Trust nor the Trustees could be charged with the aforementioned breaches, and WorkSafe appealed this decision as a point of law to the High Court. The High Court had to determine whether a trust (or its trustees collectively) constitute a “person” under the HSWA.

While the Court determined that the Trust is not a “person” under section 16 of HSWA, it did determine that the trustees come within the definition of “person” as an unincorporated body of persons.

This decision now allows for the trustees themselves to be prosecuted collectively under the HSWA as a “person”. Crucially, because the trustees can now be considered “a body of persons”, the higher penalties under the HSWA become available – including the maximum fine of $1.5 million.

Implications:

Trustees cannot assume that the trust structure shields them from liability when it comes to Health and Safety.
Trustees of unincorporated trusts can be prosecuted collectively for breaches of the Health and Safety at Work Act 2015.
This opens the door for significant penalties, including the maximum fines under section 48(2)(c) of the Health and Safety at Work Act 2015, which are up to $1.5 million.
Regular risk assessments, policies, and documented compliance measures are essential to diminish the risk of liability.

We help many charities, Trusts, and other entities. If you have any questions on this topic or others, feel free to contact us and check out our free resources on our website.

For-purpose entities – such as charities, trusts, incorporated societies, and other not-for-profits – play a vital role in New Zealand’s social, cultural, and environmental fabric. Whether your entity is updating governance documents, reviewing its structure, or addressing a legal issue, engaging a lawyer can be an important step in ensuring compliance with the law and safeguarding the organisation’s mission and resources. To make the most of this investment, it helps to approach the process strategically. Here are some practical tips for for-purpose groups to consider before engaging legal advice.

1. Review What’s Working (and What’s Not)

Before engaging a lawyer, take time to review your existing documents – such as your trust deed, constitution, governance policies, or operational frameworks. Identify what is functioning well and where you are experiencing challenges. Are there clauses that no longer reflect the way your organisation operates? Are governance roles clearly defined? This internal review allows your lawyer to focus on areas that genuinely require attention, saving time and cost.

2. Engage Early, Not Late

Legal input is most effective when sought early – before you begin drafting changes or responding to a legal issue. Waiting too long may result in duplicated effort or the need to undo work that isn’t legally sound. A brief initial conversation can help your lawyer identify key priorities, assess risks, and ensure your proposed approach is on the right track from the outset.

3. Be Clear and Organised in Your Instructions

When engaging a lawyer, provide clear and detailed instructions. Outline your goals, the context behind any proposed changes, and any concerns you have. Include relevant background materials such as past minutes, correspondence, or current governance documents. The more context your lawyer has, the more efficiently they can provide targeted and useful advice.

4. Keep Focused on the Big Picture

Avoid getting bogged down in minor technicalities unless they materially affect your organisation. It’s important to prioritise the key challenges – such as legal compliance, governance structure, and decision-making authority – that can impact your ability to function effectively. For example, are your governance structures consistent with the Incorporated Societies Act 2022 and/or the Charities Act 2005, or other relevant legislation? Are you meeting your obligations under the Trusts Act 2019? Keeping your focus on strategic matters ensures your legal budget is used wisely. For more information on whether your entity is consistent with the relevant legislation, see our Information Hubs on our website here.

5. Value Quality Over Speed

It’s natural to want to minimise costs, but rushing legal work can lead to oversights that may prove costly down the line. Investing in quality legal advice can help prevent disputes, clarify responsibilities, and ensure your documents reflect both legal requirements and your organisation’s needs. In the long term, this can provide both peace of mind and financial savings by avoiding future legal issues.

Need legal help?

If your for-purpose entity requires guidance on governance, compliance, or restructuring, the team at Parry Field Lawyers can help. We work with a wide range of non-profit and charitable organisations to ensure their structures are robust, lawful, and fit for purpose. Reach out to us for more information.

This article is intended for general informational purposes only and does not constitute legal advice. For advice specific to your situation, please contact a qualified legal professional. Reproduction is permitted with prior approval and credit to the source.

What if our incorporated society doesn’t want to reregister?

The Registrar is encouraging societies that don’t want to reregister to either appoint a liquidator or apply for dissolution (see here). This gives the society more certainty around the wind up process and control over how assets are distributed (which of course needs to be done in accordance with the constitution).

We have helped a number of incorporated societies wind up and are well placed to assist should you wish to do the same – please feel free to get in touch.

What if our incorporated society wants to continue to exist?

If your society wants to continue to operate and doesn’t want to lose control of its assets, then you will need to reregister under the new Act. The biggest step in this process is preparing a new constitution that aligns with the new Act. If you’d like help with this, please feel free to get in touch with our team as we’ve helped dozens of societies with this process.

This article is not a substitute for legal advice and you should consult your lawyer about your specific situation. Please feel free to contact us at Parry Field Lawyers.

Historically, Ministers of Religion, including pastors, were not recognised as employees. Instead, Ministers were seen as having been ‘called’ by God to their role, thereby sitting outside the employer-employee relationship. This meant that the normal employment rules did not apply.

Over time this has changed however, and it is now possible that a pastor may be considered an employee, depending on the ‘true nature’ of the working relationship between the pastor and the church.

This was seen in the recent 2025 Employment Court decision of Bread of Life Christian Church in Auckland v Chen, where the pastor was engaged by a Church charitable trust board, an arrangement that is not uncommon with some church denominations. When he was originally engaged, there was no written agreement but subsequently a fixed-term agreement was signed, alongside a “Call” document, acknowledging his call to ministry. The pastor was paid a salary with PAYE deducted.

When a dispute arose, following termination of the pastor’s engagement, the pastor claimed he was an employee. The trust board said that the pastor’s role was a spiritual contract or calling with the Church, not the trust board, and any relationship between the trust board and the pastor was simply functional for the purpose of paying his salary and deducting PAYE.

The pastor raised a personal grievance and filed a claim in the Employment Relations Authority. The Authority found that the pastor was an employee, and this was upheld by the Employment Court on appeal.

The Court said:

Each church has different structure. No assumption can or should be made that the legal structure of any given church or community is necessarily similar to the legal structure of any other church. In other words, the focus should be on the particular rules and practices of the specific church and the arrangements between that church and its pastor in deciding if a pastor is an employee or not.
There is no presumption against a minister of religion intending to be legally bound, such as via an employment contract. The facts of each case will have to be looked at to decide if the parties did intend to be legally bound or not.
The spiritual nature of a role is important but it is not determinative when deciding if a pastor is in fact an employee. Each case still needs to be considered “on its merits with a focus on the real nature of the relationship between the parties.”

The Court also identified some key factors that indicated an employment relationship which are very useful for all Churches to be aware of, as it could affect the interpretation in their context:

The agreement signed between the parties was consistent with an intent to be legally bound. It had all the ‘hallmarks’ of a contract and was described elsewhere as a contract.
The call agreement did not exclude the pastor from being an employee and there was nothing in it which indicated that the parties did not intend to be legally bound by the other agreement.
The agreement was consistent with aspects of employment law – with the salary based on minimum wage and leave provisions reflecting the requirements of the Holidays Act 2003.
Kiwisaver was deducted from the pastor’s salary, which was more indicative of an employment relationship. The Court accepted however that PAYE deductions occur whether or not a pastor is an employee.
While the pastor had some freedom in his work, the Trust had the power under the agreement to exercise control over him by undertaking performance reviews, reviewing and changing his salary, taking disciplinary action, dismissing him and making decisions about whether to renew his contract or not.
The pastor was required under the agreement to work 40 hours a week and was required to carry out specific tasks on specific days. This further indicated considerable control over the pastor.
The pastor was clearly fully integrated into the life of the church – he was the face of the church to the outside world.
The pastor was clearly not in business on his own account so could not be an independent contractor. He was paid for time worked, not for task completion. He did not bear any risk of loss and had no way of making a profit from any task he carried out, including any work for other churches. While he was not prohibited from delegating his work to others, it was clear he could not do so. Though the church engaged other pastors to preach on occasion, the pastor did not personally subcontract his role to others/pay them to do so.
Finally, the fact he was entitled to repayment of expenses or reimbursement for attending theological courses was consistent with being an employee rather than being in business on his own account.

As every situation will be influenced by the facts relevant to that situation, we are very happy to assist if you are looking to engage a pastor/minister or if you have any questions about an existing engagement.

We also have many free resources available for Church and Community groups such as our Churches Legal Handbook and Charities Health checks – you can find those, as well as videos, articles, and more here.

Under New Zealand’s Incorporated Societies Act 2022 (“the Act”), incorporated societies now have more flexibility regarding governance and decision-making. One area that often sparks questions is whether a society can pay its Committee members for services rendered.
The short answer is yes, subject to certain conditions.

Full Powers Under Section 18 of the New Act

Section 18 of the Act grants societies full capacity to carry out any activity, enter into any transaction, and enjoy full rights, powers, and privileges to pursue their objectives. This includes the ability to pay Committee members for their services, provided that the payments are on arm’s-length terms (as outlined in section 24 of the Act).

Importantly, arm’s-length terms mean that the payment should be reasonable and comparable to what an independent third party would expect to receive for similar services, ensuring that it is fair and transparent.

This means that even if your society’s constitution does not specifically allow payments to Committee members, the society still has the power to make such payments under the Act. However, there are several factors to consider before doing so.

Limits on Power in the Constitution

While section 18 provides a broad power to make payments, it also allows a society’s constitution to restrict or modify this power. For example, many societies choose to require member approval before Committee members can be paid either at a general meeting or through a resolution in lieu, or mandate a (majority or unanimous) resolution from the Board before any payments are made. If your society wishes to exercise full powers under the Act, but restrict payments to Board members, your constitution can specify such conditions.

This allows societies to balance flexibility with control, ensuring that the payment process remains transparent and accountable.

Why Consider Including Payment in Your Constitution?

Even if your society chooses not to restrict its powers and allows for payments to Committee members, it may still be wise to set clear expectations within your constitution and set up a Committee policy on the topic.

This can outline:

When and how payments are made (e.g., for services rendered or as a reimbursement of expenses).
How decisions are made regarding payment.

Best Practices for Transparency and Governance

Setting clear guidelines on the payment of Committee members is essential for maintaining good governance, particularly for registered charities – as noted in the Community Toolkit and a Charities Services article, clear guidance for such payments is crucial. This can help prevent any potential conflicts of interest or mismanagement of funds, and maintain trust with members, stakeholders, and the public.

To ensure your society remains compliant and well-governed:

Update your constitution to clarify whether Committee members can be paid and under what circumstances.
Establish a Committee policy on payments, detailing the process and criteria for making such decisions.
Consider obtaining advice to ensure that payments to Committee members are made in a manner that complies with the new Act, as well as with any other relevant laws or regulations.

Conclusion

The Incorporated Societies Act 2022 provides societies with greater flexibility to manage their internal affairs, including the ability to pay Committee members for services. While the Act allows for such payments on arm’s-length terms, societies are encouraged to clearly define these arrangements in their constitution to ensure transparency, accountability, and good governance.

If your society is considering paying Committee members, or if you need guidance on how to properly amend your constitution, our team is here to assist. There are a couple of different ways we can go about assisting with this, including preparing a draft constitution for you that is based on our template – this also includes a clause on payment of Committee members.

Please note that this article is not a substitute for legal advice and you should contact your lawyer about your specific situation.

There are some accounting points you need to consider when you reregister under the Incorporated Societies Act 2022.

While we are not accountants, let’s look at some key questions and outline some points here. You may also want to review more details at the links below.

Issue 1: XRB reporting

You will need to comply with the External Reporting Board (XRB) reporting standards after reregistering. If you are a registered charity, there shouldn’t be much change, but there are 24,000 incorporated societies and only about 9,000 are registered charities, meaning there will be implications for many societies. Get ready now as you’ll need to comply from when you reregister.

Issue 2: Tiers

Which of the ‘tiers’ will you be in? The reporting requirements will alter depending which you are. In summary, the tiers are:

Tier 1: Total expenses of $33 million or more
Tier 2: Total expenses over $5 million
Tier 3: Total expenses above $140,000
Tier 4: Total operating payments below $140,000

Knowing which tier you are in will help you know how you will need to comply.

Issue 3: Small incorporated societies

These entities have operating payments below $50,000 in last two years and assets below that. If this is the case and they are not a registered charity, there are very minimum standards of reporting to comply with.

Issue 4: Statements of Service Performance

You might need to prepare this – a chance to tell your story well – so check if you will need to change how you report to comply. These are the storytelling aspects of what you do – the lives impacted.

If you have any questions, please feel free to reach out to us, or speak with your accountant. Also be sure to look at the other information available on our Incorporated Societies Information Hub and request a copy of our free guide on reregistering.

If you’d like to know more specifics on the points raised in this article, we suggest taking a look at these links for more on these topics:

– Companies Office guidance

– XRB guidance

– Small societies outline from Companies Office

– Grant Thornton overview

As you may know, all incorporated societies in New Zealand must re-register under the new Incorporated Societies Act 2022 (the “new Act”).

For more information about this, we have written an article about it here.

The new Act mandates that an incorporated society’s name must end with either ‘Manatōpū’, ‘Incorporated’, or ‘Inc’, or a combination of these. However, it is important to note that you cannot simply change your society’s name at the time of re-registration. To change your society’s name, the process involves two distinct steps:

Re-registering your society under the new Act – This process does not allow for an immediate name change, even if the name is only being altered by a single word.
Applying separately for a name change – Once your society has been re-registered, you can then apply to the Registrar of Incorporated Societies for a name change.

An incorporated society cannot simply change its name by re-registering with the Companies Office. This is because, under the Incorporated Societies Act 1908, the process of name change involves more than just administrative paperwork – it is a formal amendment process, which ensures that members are properly informed and consulted. The society cannot bypass this procedure by simply re-registering with a new constitution.

How to Apply for a Name Change

To change the name of your society, you will need to follow these steps:

Set up the necessary accounts: You’ll need a RealMe® login, an Incorporated Societies Register online services account, and the requisite authority within your society to manage the society’s register.
Submit the name change application: Log into your online services account, select the ‘Name Change’ option from the ‘View Details’ page, and enter your proposed new name. You can check if your desired name is available by using the ‘Name Availability Check’ tool. See Companies Office for more information about naming your society here.
Provide supporting documents (if applicable): If any third parties have given consent for you to use a particular name (such as a trademark holder), ensure you attach the relevant documentation.
Complete the signatory details and submit the form for approval.

The Registrar will review the application and, if everything is in order, will approve the name change within three working days. Once approved, you will receive an email confirming the name change and an updated Certificate of Incorporation will be issued.

Importantly, you will not need to update your society’s constitution immediately, as the new name will be considered to be part of your constitution. However, it is advisable to update the constitution at your next general meeting.

Changing Your Name Immediately After Re-registration

While the above outlines the two-step process for a name change, it is possible to include specific wording in your society’s constitution that allows for an immediate name change once you have re-registered under the new Act. This can provide greater flexibility and streamline the process. If you are considering this option, it is best to consult with legal experts to ensure your constitution includes the appropriate provisions.

We have supported many incorporated societies and have free guides and resources on our Incorporated Societies information hub here.

This article is not a substitute to legal advice and if you have any questions please do not hesitate to contact our experts here at Parry Field Lawyers.

We are available to help with unincorporated and incorporated societies and can answer any questions you have. If you would like to discuss further, please contact one of our team.