Incorporated Societies - Parry Field Lawyers

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.

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.

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.

新法新要求

新西兰现有约2万4千个法人社团（Incorporated Society），涵盖体育俱乐部、兴趣爱好者团体、社区支持组织等广泛领域。这些法人社团都必须依法完成重新注册。

规范法人社团及其管理人员权利与义务的法律法规已完成了期待已久的修订，并于2022年4月获得皇家批准，即《2022年法人社团法》（下称“新法”）。

因为所有的法人社团或多或少都需要进行合规审查以符合新法的规定，我们将关键注意事项列举如下供您参考。同时，也会在我们的信息中心持续更新相关内容。

每个法人社团都要有新的社团章程，以符合重新注册的资格。有些可能调整变更幅度较小；有些可能会大幅增补且需要较为复杂地调整。对于有些法人社团而言，这也是一次机会，重新考量是否继续以法人社团的形式继续运营，还是以其他形式更为适合，比如慈善信托的形式。

关于我们

Parry Field 律师事务所乐于为您助力 – 提供您所需的信息，助您更顺畅地推进整个流程。我们律所长期致力于支持社区组织，善于根据具体情况量身定制方案，尤其是制订社团组织章程方面。

我们推出了《慈善机构健康检查》指南，您可以访问我们的网站查看下载。我们也欢迎您通过电话电邮的方式与我们联系。我们律所拥有约100名员工及4个办公室，是一家拥有全面综合业务的律所，可以就房地产、争议解决及合同等事务提供支持全方位的支持与服务。

重新注册的要求

自2023年10月5日起至2026年4月5日，根据新法要求，所有法人社团必须在此期间完成重新注册程序。

公司注册局（Company Office）简化了流程且不收取任何费用，仅需要填写在线申请表，并提供下列主要信息：

新西兰商业编号（NZBN）及注册编号；
拟注册的办公室实际地址；
财务结算日；
指定联络人信息；
所有拟任干事的姓名，并就每位干事提供以下内容：
- 实际地址（不会向公众披露）；
- 担任干事的书面同意；
- 声明—确认其未被取消担任干事的资格—公司注册局提供的标准模板；
确认法人社团拥有至少10名成员；
确认一名干事已审核拟议社团章程并确认其符合新法规定。

此外，法人社团必须上传一份符合新法要求的社团章程。就此专题，我们撰写了六篇文章予以详述。您可以在我们的网站信息中心查阅这一专题。我们律所协助了众多法人社团进行新法合规审查与修订，也希望为更多的法人社团服务助力。

如何做好准备

目前是重新审核社团章程及运营机制的良机—确保您的社团符合新法规定。比如，审核是否已建立争议解决机制？对于干事的利益冲突是否有明文处理程序？在我们的网站信息中心，提供了大量的关于新法对于法人社团影响的资料信息，供您查阅。我们也乐于协助您的社团做好全面的准备。欢迎您致电致函联系我们。我们将为您定制个性方案，竭诚为您服务。

注：本文内容不构成法律建议。如需进一步协助，请随时联系 Parry Field 律师事务所。

Who is liable if there is a breach of health and safety? A new case gives us some insights.

A former Port of Auckland CEO was found guilty for breaching his duties as an officer under the Health and Safety at Work Act 2015 (the “Act”). It is an important reminder that all officers have critical roles to play in health and safety – even if they are operating at some distance from ‘where the work is done’.

The former CEO, Mr Gibson, was found guilty as an officer of failing to exercise due diligence under section 44 of the Act. A port worker died while loading containers on a ship berthed at the port. The judgment found Mr Gibson had exposed the worker to a risk of being struck by objects falling from cranes.

In this situation, the port was first found guilty and required to pay a fine of $561,000.

Why is this newsworthy?

We are more used to hearing about directors and / or entities being charged with health and safety at work breaches. This situation is about an officer being found in breach.

Under the Act, any person that has ‘significant influence over a Person Conducting a Business or Undertaking’ (“PCBU”) may be an ‘officer’ and subject to officer duties and liable for any breaches of these.

It is a little confusing as to why the Board itself was not also held liable.

What does due diligence mean?

The Act (Section 44) requires officers to exercise care, diligence and skills to ensure the PCBU (in this case the port) complies with its duty. The Act says that due diligence includes taking ‘reasonable steps’, as set out in column A of the table below. Note the use of the word ‘and’ at the end of each point – officer due diligence includes all of the matters.

Failure to exercise due diligence is a strict liability offence – an officer need not have acted recklessly or intentionally to be found in breach of the requirement.

In this situation, the Court noted, among other things, that the CEO had been put on notice regarding insufficient monitoring of ‘work as done’ in a report from KPMG and had not taken action to implement its recommendations.

The Court also noted that the CEO should have known there were shortcomings around the management of exclusion zones and should have addressed these in a timely manner.

What can officers do to help ensure they are exercising due diligence?

In column B we provide some suggestions for how an officer might exercise due diligence, including useful questions for officers to ask.

We do not suggest relying on this or any other industry guides – what due diligence constitutes is specific to the circumstances and the nature of the work. The court may consider industry standards and guidelines when determining if an officer has exercised due diligence, but this is not determinative.

Column A	Column B
(a) to acquire, and keep up to date, knowledge of work health and safety matters; and	How mature is the PCBU’s safety culture? What message does leadership send through its actions and words? Are we continuing to upskill our health and safety governance knowledge?
(b) to gain an understanding of the nature of the operations of the business or undertaking of the PCBU and generally of the hazards and risks associated with those operations; and	Know the business, what it involves, the tasks and how they are performed. What are the special health and safety implications for our work? Get expert advice on the hazards and risks.
(c) to ensure that the PCBU has available for use, and uses, appropriate resources and processes to eliminate or minimise risks to health and safety from work carried out as part of the conduct of the business or undertaking; and	What policies and procedures are in place? How often are they reviewed and updated? What personal protective equipment is available? What training is provided?
(d) to ensure that the PCBU has appropriate processes for receiving and considering information regarding incidents, hazards, and risks and for responding in a timely way to that information; and	What health and safety monitoring is done, how often and by whom? Are ‘near misses’ recorded? What trends are emerging from the data?
(e) to ensure that the PCBU has, and implements, processes for complying with any duty or obligation of the PCBU under this Act; and	What action is taken following any near misses or incidents? How well do you understand the duties set out in the Act?
(f) to verify the provision and use of the resources and processes referred to in paragraphs (c) to (e).	What records are there to confirm that actions around health and safety?

What else can officers do in terms of health and safety?

Leaders set the tone from the top. When leaders demonstrate visible leadership in health and safety, it shows that it is an important part of the organisation’s culture.

Visible leadership includes more than just making and following rules. It means taking a genuine interest in how health and safety is managed and understanding and acting to remove any barriers to a safety culture. Officers should ask to visit the relevant PCBU and to speak to workers, to ask workers what is working well and what could be improved when it comes to safety.

They should also act in a timely manner to address any shortcomings in health and safety.

Resources

There are many resources available to help officers at all levels with health and safety governance, such as:

Institute of Directors Health and Safety Governance: A Good Practice Guide: https://www.iod.org.nz/resources-and-insights/guides-and-resources/health-and-safety-a-good-practice-guide#

Parry Field Lawyers Charities Healthcheck Part 3 People: https://www.parryfield.com/wp-content/uploads/2024/06/Part-3_People_Charities-Healthcheck_PF.pdf

Worksafe – Health and safety leadership guide: for owners and company directors of small to medium businesses: https://www.worksafe.govt.nz/managing-health-and-safety/businesses/guidance-for-business-leaders/

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.

All incorporated societies in New Zealand need to reregister under the Incorporated Societies Act 2022 by April 2026 or they will cease to exist and have their assets distributed.

What does this mean in practice? The consequences are significant for your existence, assets and name.

The incorporated society will cease to exist. This means the incorporated society would be removed from the register and its assets distributed. There are only limited reasons that this could be undone, so it’s important for incorporated societies to meet the reregistration deadline.
The incorporated society will no longer have the right to make decisions on its own behalf, including what happens to any assets. The Registrar could put the society into liquidation and have its assets distributed in accordance with its constitution.
The name of the incorporated society will no longer be protected, so another group may take that name, impacting on the brand and marketing.

Before they can reregister, all incorporated societies must update their constitutions to meet the requirements under the new Act.

We are New Zealand’s legal experts on incorporated societies. We are helping incorporated societies of all types and complexities to update their constitutions – we would be delighted to assist your society as well.

Find out more on our comprehensive Incorporated Societies Information Hub or get in touch for a free 20 minute conversation.