The Addington Farm is a not-for-profit urban farm that seeks to support the people and place of Addington so that it flourishes and grows in tūmanako (hope).  Located in the suburb of Addington they have converted backyards of houses into places that grow vegetables for the community with volunteers helping to grow them.

Wilby Le Heux is the Farm Manager and he invited Steven Moe of Parry Field Lawyers, who has a focus on assisting purpose driven organisations, to help Addington Farm become a charitable trust. Steven and the Impact Team at Parry Field assisted Wilby to consider the different legal structure options and sources of income and then develop a trust deed that suited The Addington Farm’s structure and purposes.

The Farm had started in 2018 under the umbrella of another organisation but it was time to create their own identity legally and start something fresh.  After considering the context and background, it was decided that a charitable trust would be best (how to set one up is set out in this article here).

Within a week Steven and law clerk Sophie Tremewan were visiting Addington Farm to have a tour of the urban farm and witness Wilby signing documents to incorporate the charitable trust (the visit is shown in the picture).

The Addington Farm involves the community to care for the mana of the whenua to promote principles of kaitiakitanga (stewardship), all the while allowing people from diverse backgrounds to connect and learn together https://addington.farm/

Farm manager Wilby Le Heux says “Parry Field Lawyers were incredibly supportive of our journey to set up a new charitable trust. They provided us the legal services and guidance to help us set up our own entity after outgrowing the umbrella services of another organisation.”

We enjoy collaborating with clients like this to help them set up and adopt structures that will suit them the best to achieve maximum impact.  If you would like to talk with one of our team about how we could help you drop us a line.

For more information on charities, take a look at our handbook on Charities in New Zealand here.

Paper for Legalwise session at Religion and the Law Conference
12 November 2021

By Steven Moe, Partner at Parry Field Lawyers

“I alone cannot change the world, but I can cast a stone across the waters to create many ripples.”  Mother Teresa

Introduction

Religious groups are filled with people who want to have positive impact on the world.  Often this is motivated by their faith.   In meetings and study groups, seminars and workshops individuals may learn a lot about examples in their faith tradition of people who helped others or gave back in some way in acts of service.  Common across different religions is themes of generosity, supporting others, helping the poor and acts of service.

While the reason for those individuals to do something positive usually has their faith as the foundation, we often find that the outworking of the new initiative may not necessarily be about advancing religion.  Instead it could relate to youth education, community services, environmental protection or mental health.

So if the religious group wants to encourage their members then how might it do so?  What are the key points to consider?  Should there be a link back to the religious group, or not?

In this paper we are going to discuss different legal structure options for new initiatives and how they can relate back to the religious group.  We will also talk about the reasons why it may be best if there is no such link.

The reason for preparing this paper is that we often see confusion on this point and what should be considered.  It doesn’t need to be that way though.

Structure of this paper

We have divided this paper into three parts:

Part 1:   Initial considerations and questions

Part 2:   Legal entity types

Part 3:   Setting up as a registered charity

Part 4:   Links back to the religious group

There are several cross links throughout this paper to others which have been written on specific topics but they key elements of those are also summarised here.  In particular we draw your attention to the “Charities in New Zealand : A Legal Handbook” downloadable here as well as a guide for Churches which is similar but with specific information here and this paper on governance for religious groups here.

Part 1:           Initial considerations and questions

The leadership of a group which is approached by an individual can help to empower them to achieve something good for the community.  Some of the key questions which could be asked include the following:

  • Who will be involved?

    • Is it one person with a concept or are there more people who see a need?
    • Can a team be developed?
    • Will this be a membership based organization where people are involved in that way or an initiative providing services or how will it work?
    • What role do you see our religious group as playing in the future?
  • What do you want to do?

    • Can you define in three bullet points the objectives?
    • What sort of business plan can be created to show how it would work?
    • Have you talked with the people you want to help – do they see the same need?
  • Is the name already taken?

    • Check if others are already using the name that is preferred because it might already be trade marked or in use by others – find that out early.
  • Assuming the person would like charitable status then which of the following four heads of charity would they aim to be involved in?

    • Reduction of poverty
    • Advancing education
    • Advancing religion
    • Purposes beneficial to the Community
    • Do you want to have a religious element or will it be secular? If there is to be a religious element then consider this
  • What funding streams might be available for this initiative?

    • Who will provide the seed funding to get the idea off the ground?
    • What sources of funding in the community are available?
    • Have you spoken with a funder – either private or community based?
    • Direct them to this information from Kate Frykberg on funding sources in NZ.
  • Could investors be interested in the idea and provide some impact investing?

    • On this topic of accessing impact investing funding sources see this overview here.
  • Is there a social enterprise type income stream where a business can also have impact?

    • This model is increasingly used to combine both purpose and profit in a sustainable way.
    • On this topic have a read of “Social Enterprises in New Zealand: A Legal Handbook” which is available here.
  • Have you performed a SWOT analysis or other testing of the idea?

    • There are lots of resources for entrepreneurs and templates – for example while written for a business audience this free business plan guide can help get ideas on paper, see here.
  • How will the impact be measured?

    • Can the idea be linked to objective criteria such as framing in terms of the Sustainable Development Goals (SDGs).

Asking some of these questions early on in the journey of the person who wants to start something will pay big dividends later.  They will not know all the answers right away but it will help to refine for them what it is that they are wanting to achieve which will be very useful for the next stage.

Part 2:           Legal entity types

“One of the great liabilities of history is that all too many people fail to remain awake through great periods of social change. Every society has its protectors of status quo and its fraternities of the indifferent who are notorious for sleeping through revolutions. Today, our very survival depends on our ability to stay awake, to adjust to new ideas, to remain vigilant and to face the challenge of change.”  Martin Luther King Jr.

There is an easy to understand metaphor when it comes to legal vehicles that can be used.  Without this it can seem a bit overwhelming to try and choose what type of entity will be best.  That is, imagine that you are wanting to buy a new car.  You wander around looking at all the different size cars, colours and features.

The most important question is to think about what you will use the car for.  Are you planning to go up skiing?  Well maybe get the 4×4.  Do you want to cruise around town in the summer?  Well maybe get the convertible.  Do you have 3 children?  Maybe get the seven seater van.

In the same way that you consider a new vehicle it is important to think about the legal vehicle you want to use in the same way.  Depending on where you want to take it and what you want to use it for should determine what legal entity type you want.

Let’s imagine we are now at the legal vehicle lot.  A few of the options to consider would be:

  • Charitable Trust: A simple and easy structure which we find often works the best for a new initiative the key ingredients are to decide on a name, who the trustees will be (usually 3-5 of them) and what the purposes are. The benefit of this is also that people generally understand that a charitable trust is set up to advance charitable objects so there can be less explanations required.  We’ve done a guide here on how to set this up.
  • Incorporated Society: While an option we find these can become very political as there are elections and members so we do not recommend this structure. It may be appropriate in a very member driven group such as sports clubs.  There are new changes coming in (finally) which will affect incorporated societies soon.  As a side point some people are confused thinking those changes will affect all charities – they won’t.
  • Company: Well understood, the limited liability structure is an option although there are certain assumptions that people will make about them – in particular that they are for profit. In fact, a company may be used to advance charity and be registered as a charity itself.  You will need to have a name, shareholder and directors.
  • Combination of Charity and Company: Increasingly we are seeing this combination of structures being used. It could be that the charity owns 100% of the company (in which case both need to register as a charity) or it could be that they are aligned and work together.  It is possible that the company be for profit and for purpose.

Of course it may be that the situation of a particular group has a certain way of arranging things – for example, it could be that they use unincorporated associations.  Some denominations may have ways of organizing the ownership of property as well which is unique to them (this is the case for the Baptist, Anglican, Presbyterian denominations).

It may also be that a religious group is part of an international movement and that they will want to have input on the structure as well and how leadership is chosen.

When it comes to a Founder and how they relate to the new charity we have written an in depth article about common issues we see, which is here.

While we have not focused on it there are other options as well such as the idea of a bare trust – this can be a helpful way for assets to be held, depending on the context.

Getting the legal vehicle chosen is really important as we have seen too many people set up an entity and then a year later be looking to switch to another form.  That can be done and most often when winding up the assets can be transferred to another entity – but that is inefficient, costly and takes time.  Why not get it right from the start with a bit of extra homework and consideration?

One of the key elements is to focus on the purpose and mission – let that guide the action taken and the vehicle that is chosen rather than the other way around.

Part 3:           Setting up as a registered charity

If the legal vehicle is chosen then the next stage is not automatic – registering it as a charity with Charities Services.  That key step is actually really important though to provide standing in the community as there is credibility from doing so.   Being able to talk to funders, donors, community leaders, volunteers and other stakeholders will be enhanced by having this status.

There are also major tax benefits of being a registered charity which cannot be overlooked.  The two key benefits are that  the entity will not pay tax and it will be able to give tax deductible receipts to donors.  This can be a major incentive to encourage generosity because if someone gives the new entity $3,000 then they can claim back $1,000 at the end of the financial year when filing their personal tax returns.

In the last year we have helped about 40-50 new charities set up and sitting on the Charities Services sector group have seen a lot of people struggle with the detail of this step – however with good advice it is definitely possible to get onto the charitable register and join around 28,000 other entities who have achieved that status.

Part 4:           Links back to the religious group

This is perhaps the most important question for the religious group – will there be ongoing involvement, or not?  In this final part we are going to raise some points which it is important to think about.

From the originating group’s perspective someone with new enthusiasm to start an initiative can be very helpful to further enhance what they do.  Selfishly it may feel like the new initiative is coming from a member and so of course it should be linked back to the religious group which has inputted into that person’s life.

If there remains an association then the religious group could use this as a way outwork their own mission in the world.  This could be in an aligned area where there is a need.  For example if someone sets up a youth focused charity then there could be lots of synergy with the religious group.

However, it is important to consider if the new entity will be under the “control” of the religious group.  That could result from having the ability to appoint all the new trustees of a trust, or remove them all or the power to force a wind up.  We have spent a lot of time on this article on this point so if this is of a concern have a read here.  The point is that if a religious group does control the new initiative then it may need to consolidate the accounts with their own.

Another consideration is that even if the new initiative starts with strong links it may be that over time there is less of a close link.  For example if a preschool is started it might initially be connected back to the Church but over time it might be that they become less connected.  We have seen this happen with social services in particular where the origins are with a religious group but then the new entity grows and grows and eventually dwarfs the starting point.  It is usually best for it to grow into its own stand along initiative by then.

It is also worth considering if what is planned actually has alignment back with the religious group.  For example, a youth focused charity trying to prevent youth suicide may find that its funding sources want for the work it does to not have an affiliation with a particular belief system.  Having the name of the group involved or including an “advancing religion” purpose as an afterthought in the Trust Deed may actually hinder the new entity when it comes to seek funding.

Having said that, some new initiatives do naturally link back and it may be appropriate to control them and consolidate accounts.  As an example a religious group might want to be more active in the community and meet pastoral needs so it might decide to start a funeral business.  The money generated from the business in profits could then go back to the religious group but perhaps key is that the business itself could make use of the facilities of the religious group both in terms of people, buildings, food preparation while also being there to support those at a vulnerable time who have lost a loved one.

Having considered all these points the key is that it should not simply be a given that the religious group stays involved in the new initiative.  Instead, it might be the place of the elders of that group to help shape and guide the person with the new idea but ultimately to let them fly free with their idea.  This is perhaps the most altruistic attitude that can be taken – rather than ongoing control, instead allowing something new to start.

As a final note we are aware that many religious groups themselves are not operating in an optimal way.  Assisting someone else with working out their vision and how to achieve it might actually be the springboard to reconsider the religious group itself.  For example, many groups that have been around for a long time may be unincorporated associations which potentially means that there members themselves have liability.  It can be worth considering the legal form of the entity, how its governance works, how decisions are made, the links with other groups and a myriad of other points which can help the religious group operate even better.

We hope this paper has been helpful and are happy to brainstorm and discuss with people about what might be the best option in their own situation!

Questions can be sent to stevenmoe@parryfield.com

We have helped many overseas charities set up in New Zealand.  Why is it an attractive place to set up?  This is a very generous country with a population that is open to supporting others.  Also, the regulatory environment makes it easy to start a charity.  In this article we want to outline some of the key things to know from an overseas perspective if you are looking to set up here.

Before we dive in please note that with this focus we have not gone into the detail of the process to set up a charity itself which we already covered in detail in this article so read that one in combination with this one.  Instead we are thinking about the key things to know if you are an overseas charity which is looking to set up in New Zealand.

What we find is that the following are the crucial points to consider:

  1. Purpose – focus on New Zealand? Is the new charity being set up to do the work you do in another country on the ground here?  Or are you looking to fundraise in New Zealand to send the funds back offshore?  The answer to this is really important because a New Zealand charity can be set up easily BUT will only qualify for tax donee status (favourable tax position and ability to issue receipts to donors so they can claim back 1/3 of what they give) if 75% of the funds are used in New Zealand.
  2. Purpose – focus offshore? If you plan to send the funds back offshore this is important to be clear about at the start.  If the funds raised here are to go offshore then you may still qualify if you can come under Schedule 32 status (funds are to be used offshore for humanitarian purposes) – we go into detail about this here as we have helped close to 20 obtain this status.
  3. Trustees: It will help with the application to show a connection to New Zealand so rather than having all offshore trustees it is best to have a majority who are here in New Zealand. It is possible to have only offshore trustees but if you do then this is likely to convert the trust into a foreign trust with some accounting implications (speak to your accountant about this).
  4. Accounting and tax: picking up on that last point it is important to structure things well so that you are in the best position from a tax and accounting position so as well as talking to your lawyer make sure you get input from an accounting professional.
  5. Connection to overseas entity: It will be important to think through how closely aligned the new entity will be. For example, should all new trustees be approved in writing by the overseas charity? Will there be an MOU in place about how things will run?  Will there be a license agreement about the use of trademarks?  All these things need to be thought through.  It may be that instead of a close connection that it is intended that the new entity is to be independent – that’s fine too.
  6. Understand the local context: Find out more about how things operate here for charities – you can do that by downloading our free book for Charities in New Zealand here. We also host a call every two months for the impact sector where many people share about what they are seeing – examples of these are here.  It may help to get a better understanding of the society here too – for example the relations with Māori and the unique value that brings to the way we operate here.  Many charities choose to include a clause about honouring the principles of the Treaty of Waitangi or translating headings in their Trust Deed.  The point is it helps to get to know the local landscape and we can help with that process.  One of our Partners hosts a podcast called seeds theseeds.nz which has hundreds of interviews with local people doing good so there are many stories to learn from.

    Our team is experienced with overseas entities coming here and setting up charities and social enterprises. We would be happy to assist you in your journey. For more information, please feel free to contact Steven Moe stevenmoe@parryfield.com or 021 761 292, Aislinn Molloy  aislinnmolloy@parryfield.com or Michael Belay michaelbelay@parryfield.com  We also have free resources for start-ups, boards and companies including a “Start-ups Legal Toolkit” which covers the key issues we see people face when starting out.

 

We often help founders set up their charitable trust.  They often have the same questions as the previous person we helped – so we have typed out some responses to typical questions here.  If this helps you then feel free to share it with others as well and if you have a more detailed question not covered here then let us know and we can add the answer in.

Can a Charity Founder and the Board Chair also be the NGO Manager/CEO?

In theory this is possible but it is not best practise.  Management (CEO role) is different to Governance (Chair role) and so there is a danger of blurring of the two roles.  Also, if the founder is the CEO/Manager then they lose out on having a Chair who is able to advocate for them and provide good strategy.  If they are the Chair then they would lose out on having an engaged and activated CEO.  So it is best to split the roles up.  The IOD have produced a lot of good material on topics of governance in Charities here.

If the Founder steps down as Chair but remains Manager, how can they be protected from being made redundant or forced out from the Charity

Often in the Trust Deed the Founder – in that document called the Settlor or Donor – have certain rights which are different to other Trustees.  If they are a Trustee then they can usually not be removed as easily as other Trustees.  However if the Founder is no longer a Trustee and is employed by the Trust then ultimately it is up to the Trustees to decide if they are doing a good job or if a change is needed.  This may be a reason why the Founder would want to stay involved in the governance – but also underlines the importance of making the right choice of Trustees, but ultimately they have a duty to act in a way that helps the success of the Trust.

How can a Founder protect their connection to the Charity – for example does there need to be a clause that without them the Charity doesn’t continue? Or have a founding honorary role?

They could be appointed as Patron or a similar title for ongoing connection.  It seems unlikely that future Trustees would force such a person out but they need to act for the best interests of the Trust not the individual who founded it.  It is possible there could be good reasons for the Charity to move forward without a Founder eg criminal convictions or fraud by them.  Hopefully the Founder will have entrusted the vision and articulated it so well that the Charity is not entirely linked with the Founder so that it can go on beyond the person and last much longer.  Founders who hold on tightly to the entity can often find that this ultimately damages the overall potential – the Charity is more than a person and needs to be given room to grow and adapt in ways that are at present not known.

Would there need to be a process for recruitment for a Manager and the Chair so whoever would be a candidate couldn’t simply automatically become Manager?

This may come back to the distinction between management and governance mentioned earlier – Chair of the Board of Trustees should ideally be separate to the Manager/CEO role.  Each position should be recruited for separately.  In a small charity this may not be possible as the Founder/Chair/Manager can be blurred since someone – usually the one with the original vision – needs to actually drive it along at the start.

How to prevent conflicts of interest arising within the Charity and what are the risks?

Good practice is to have some independent Trustees involved in the Charity who will not be employed by the Trust or involved in other ways that the Founder might be.  Also, a conflict of interest register should be kept where any conflicts are noted.  Each meeting any conflicts should be raised as well.  The risks of not disclosing conflicts is that there could be negative publicity later on if a person acts in a way that benefits them personally but is to the detriment of the Charity.

If there is also a related company to the Charity then should it be owned by the Charity?

It depends.  Mainly the question to answer is about funding sources and use of money that comes in.  If the Company is owned by the charity then there can be no private gain to an individual.  Instead a Company can be owned separate to the Charity and the Charity can use the Company to perform some aspects of fulfilling the purposes.  If this is the case then there needs to be independence on the Charitable Trust so decisions made that benefit the Company are made by people who will not privately benefit as eg Shareholders of the company.  We described the options and considerations in more detail in a short podcast here.

We hope these responses are helpful and provide guidance on the interrelationship between a Founder, a Charity and other stakeholders.  If you have any questions then let us know

This article is not a substitute for legal advice and you should consult your lawyer about your specific situation. Please feel free to contact Steven Moestevenmoe@parryfield.com, Aislinn Molloy  – aislinnmolloy@parryfield.com or Michael Belaymichaelbelay@parryfield.com at Parry Field Lawyers.

Charities can be a powerful vehicle for bringing change. We have been fortunate to have helped and worked with many clients in this space and can testify to the positive impact they can produce. Given our experience with charities we have produced a handbook on Charities in New Zealand. You can download it here.

The handbook is intended to serve as a practical guide to help start-ups and existing charities from a legal and practical perspective. It is divided into several key sections and provides information on establishing your charity, operating your charity and much more.

If you have further enquires please contact Steven Moe at stevenmoe@parryfield.com or on 021 761 292 or Kris Morrison at krismorrison@parryfield.com.

Be sure to check out our other free guides too, such as Startups: Legal Toolkit and Social Enterprises in New Zealand: A Legal Handbook. We also provide free templates for resolutions, Non Disclosure Agreements and other resources on our site as well as many articles on key topics you should know about.

In this article I want to tell you some key points that I have learned about setting up an impact driven organisation in Aotearoa New Zealand. This applies whether that ends up with a charitable structure or a for profit structure or some form of hybrid. The reason that I know about this is my job is as a Partner at Parry Field Lawyers where I have a unique practise of law focusing on helping purpose driven people achieve their mission. Also, with more than 200 interviews for seeds (www.theseeds.nz) I have spoken with some of the best entrepreneurs in New Zealand and gained their perspectives.

So to download all this information to you I am going to share here about three things I think are key to know. I would be curious if you agree with me, and it might be that you know others who would appreciate the challenges because I am going to give it to you straight. I commonly go through these points – probably 2 or 3 times a week – with people who are wondering about setting something new up so this is also going to be a lot more efficient as I can get people to listen to it before speaking about the specifics of their situation.

• First, I will discuss the three key questions to ask before considering the detail of what structure is best.
• Second, we will look at three of the most commonly used legal structures for impact driven people.
• Third, some reflections on the way to enshrine impact within those structures and the key things needed.

So let’s turn to the high level questions you need to get right from the beginning. Don’t skip over this part…

Part 1: The Three High Level Questions to ask first

What is your purpose?

The first thing to remember is that the purpose and mission needs to come first. What is it that you really want to do? The detail of what legal vehicle to choose then becomes a secondary consideration that is about how you best fulfil your purpose. I encourage you to clearly articulate your mission and your purpose because that will drive all other decisions. This is the “power of why” and will be what you come back to when things get blurry and you wonder why you started on this journey. Also I want to know what that is in just 30 seconds – not the 5 page version, just the three short bullet point version. If you can reduce it down to that then you will be able to convey it clearly to others as well.

So why is getting the purpose important?

The purpose is the first key consideration. Why? Well I like to think of it like this – if you go buy a car there are many options. You might want to get an off road 4×4, or a convertible, or a 7 seater – there are a range of vehicles that depend on what your purpose is. In the same way when choosing a legal vehicle we need to understand the purpose of what you want to do. Think of a limited liability company as one type of special purpose vehicle, the same with cooperatives, incorporated societies or charitable trusts. So we need to know the direction you want to head in order to decide on the right vehicle.

What fuel is driving the vehicle?

The second key consideration comes from Jerry Maguire and the phrase “Show me the Money!”. Money is like the fuel that is needed for the vehicle to run – whatever type is chosen. There are two parts to this which affect the decision. Where is the money coming from – sales of product or services, private investment by issuing shares, loans, donations or grant funding? And also, where is the money going to – will there be private profits for individuals or will the funds be reinvested back to promote the mission? All of these factors are critical to work out what structure is best.

Replication?

The third question is a bit different. But before we get into the legal structure options I think it is important to ask this: Is there someone out there already doing what you plan to do? We see in New Zealand a lot of replication where people want to do good and assume that to do so a new initiative is needed. I don’t think that is always the case. If the mission and purpose is most important then strip away any ego associated with founding something new and ask the hard question: for the good of the cause am I better to come in as a strong supporter and work with others already doing the mahi? This may sound like a strange thing to be proposing since my job is to act for people setting something up so I am doing myself a disservice by advocating this thinking – instead I could fan the flames of starting something new. But there is a bigger picture here and if I can encourage one person to not start something new and instead come in as a big advocate and supporter of a struggling initiative that just needs some volunteers then that will be better overall. So please do look around and have conversations about collaboration before going off and setting up something new.

Part 2: The three best types of legal structures to consider

There are many possible structures but I am going focus in on the ones I think are the simplest and easiest ones. There are basically three options. They are:

Set up a Company: This is a commonly understood vehicle for running a new initiative. As a positive you can privately benefit through dividend return to shareholders, you can more easily access investors by issuing them shares, people understand the structure over other options. The key ingredients are a director, a name and a shareholder. The downside is that you will be less likely to get grant funding or donations, people make assumptions that what you do is driven by profit rather than purpose, so there can be a lot of explaining needed, and if taken over the company might lose the essence of why it was originally founded. I am setting up many impact driven companies so am happy to discuss all this in more detail if anyone would like to know more.

Set up a Charity: Setting up a charity provides a nice vehicle because you are forced to write down you purposes – I think that is a good thing. You need to fulfil one of four charitable purposes: Advancing education, reducing poverty, advancing religion or purposes beneficial to the community. So just because what you want to do is “good” doesn’t necessarily mean that it will be charitable. Becoming a charity results in significant tax benefits because you are helping society – for example, you can issue tax deductible receipts to donors. However you will not be able to privately benefit (apart from market rate salaries), will not be able to issue shares that return dividends to shareholders (unless to another charity) and will have difficulty raising capital funding. One common misconception is that a charity must be a Trust – in fact, companies can be charitable as well it is just that they must clearly articulate that there is no private benefit and state what the purposes are. I am setting up several charities each month across the full range – recent examples include an ocean focussed charity, one setting up Buddhist temples, one working with children on design thinking – a very large range.

Hybrid option: Remember the “show me the money” point earlier? Well this is where it kicks in – if funding is coming from private investors, this option is preferred over a charity. Whereas if funding is likely from grants or donations, then the charity option may be preferred. There is no one template that will apply for all. While it involves some duplication of having two entities, sometimes what I see people end up considering is a hybrid option. This involves having a company while also setting up a Foundation which is a charity. How closely aligned they are will depend on the circumstances. If setting up a charity then part of the thing to consider is having independence in that charity so there is no chance of a conflict of interest. Ultimately this is all about finding the best way to have maximum impact. Increasingly I am seeing pull from either end – private companies wanting to give back through creating a charity, while charities are looking to commercialise some aspect of what they do in order to generate another income stream. I think the lines will continue to blur as we increasingly move towards discussions of impact being the most important thing. Like I said at the start it then is down to the detail as to the type of legal structure used as the overarching point is that mission and purpose and impact are being implemented.

Part three: Enshrining impact

I want to finish off with a few thoughts about how we started – a focus on impact. Thinking about each of the structures discussed I would just comment that for a charity you are required to set out the purpose you want to achieve, which I think is a really good thing.

For a company, it is not legally required to set out what your mission is – which I think is an oversight that one day will be corrected – but it is possible to enshrine your impact by setting out your mission in a constitution. That is a public facing document and if I get involved I try to have clients articulate their mission and purpose right at the start so that they are open and clear with the world about what they are there for.

I would encourage you that whatever entity type you end up choosing that you really come back to the mission and purpose and clearly set out what it is. I can guarantee that will be the most valuable point to get straight. Once that is done then it will help you to decide on the detail of which type of entity to choose. You may notice that this summary focusses more on the high level questions than the detail – that is on purpose.

My final thought is to consider how you report on impact – wouldn’t it be great if we all started measuring and talking about impact in ways that get beyond financial metrics. It is really hard to do but research it and get amongst it to lead the way in how you measure and talk about the impact you are having. If you can do that then I am confident your venture will be more assured of success.
I’ve enjoyed reflecting on this topic and would be happy to discuss further with you – and if I directed you here to listen before we have a phone call then I look forward to chatting sometime soon.
Until next time.

Note: This is a short overview of issues – inevitably situations will be different for each context and you need to consider a variety of issues such as Financial Markets Authority rules, Tax considerations, employment, shareholder dynamics, among many other things. But the point of this is to provide some high level thoughts to get you started.

Steven Moe is a Partner at Parry Field Lawyers with 20 years experience and a focus on empowering impact

Steven can be contacted on:
E stevenmoe@parryfield.com
T +64 21 761 292

Our Partner Steven Moe has collaborated with Arts and Not for Profit leader Anne Rodda to co-write the White Paper, “Tomorrow’s Board Diversity: The Role of Creatives” which can be

downloaded here.

This is part of our ongoing initiative to support thought leadership regarding Governance and the Arts, NFP and ‘For Purposes’ initiatives in Aotearoa New Zealand. Other examples include the just released “Charting the Future: A Framework for thinking about Change” here. To find out more about us have a browse of this website and the free resources in the tab above. If you have comments on the paper we’d love to hear them, email stevenmoe@parryfield.com.

Advance readers of the White Paper have commented:

“This White Paper brings to light a topic which is often neglected: the role that creatives can play on boards. In our experience, directors who have a range of diverse and creative talent, capabilities and knowledge bring different perspectives to decision-making, planning and board culture – that will likely enhance an organisation’s performance, as well as better represent the stakeholders.”
Kirsten Patterson (KP), Chief Executive, New Zealand Institute of Directors.

“I have been fortunate to always have had a strong musical and artistic background that has become the pillar stone to my creative success in business.” Sir Michael Hill

“Simply by sailing in a new direction, you could enlarge the world…” Allen Curnow

Steven Moe has just collaborated with Craig Fisher to produce this paper, which can be downloaded here. The paper looks at challenges faced by the crisis, poses 7 hard questions we need to be asking and examines where the opportunities are.

From the Introduction: “Covid-19 is forcing us to  ask some hard questions. Our focus in this paper is on charities, NGOs, NFPs and community sector organisations as it has accelerated conversations for them about sustainability. However, many of these concepts will apply to other organisations as well in this unique moment in time.

Early explorers like those described in the quote who sailed to new placed relied on charts, maps, stars. We also are headed towards new locations as a result of the crisis and we need to be asking the right questions to get there. In this paper we want to dive deep into some key issues that we see organisations are facing in order to provide a constructive framework for considering the future.

We don’t have all the answers. But there are lots of fantastic minds, skills and experience within our sector. Hence, we hope that some of the questions and provocations that we pose within this paper will further assist firing up some lively neurons to help organisations change and thrive.” 

About the authors:

Steven Moe is a Partner at Parry Field Lawyers with 20 years experience and a focus on empowering impact.  He has worked as a lawyer in Wellington (3 years), London (3 years), Tokyo (4 years), Sydney (4 years) and since 2016 based in Christchurch.  He hosts the podcast seeds with 180+ interviews and wrote the book “Social Enterprises in NZ: A Legal Handbook.  He is Chair of Community Finance (impact investing with a social housing focus) and shared some of his journey here.  His profile has more: https://www.linkedin.com/in/steven-moe-0b3b008a/

Steven can be contacted on:
stevenmoe@parryfield.com
T  +64 21 761 292

Craig Fisher FCA: Craig is a Consultant with RSM and a professional director with a strong interest in governance, audit and assurance, and sustainability of impactful organisations.  He is a Fellow Chartered Accountant with nearly 30 years of public accountancy experience, a former Audit Partner, and the former Chairman of the RSM New Zealand group.  Passionate about a strong and healthy Aotearoa he holds a range of interesting governance roles.  More details of his experience can be found here: https://www.linkedin.com/in/craigfishernz/   

Craig can be contacted on:
craig.fisher@rsmnz.co.nz
T  +64 21 899 848