Social Enterprise - Parry Field Lawyers

A new bill introduces a provision that clarifies what directors should consider when they make decisions. This is actually big news because it signals a move away from ‘shareholder primacy’ towards stakeholder capitalism where directors consider many perspectives when making decisions.

Section 131 of the Companies Act 1993 (the “Act”) explains that a director of a company, when exercising powers or performing duties, must act in good faith and in what the director believes to be the best interest of the company.

The section is silent on what a director should consider when determining what the best interests of the company are. Generally a key consideration of the past has been the generation of wealth for the company’s shareholders.

The Bill adds a new subsection (5) to section 131 that reads as follows:

(5) To avoid doubt, a director of a company may, when determining the best interests of the company, take into account recognised environmental, social and governance factors, such as:

recognising the principles of the Treaty of Waitangi (Te Tiriti o Waitangi):
reducing adverse environmental impacts:
upholding high standards of ethical behaviour:
following fair and equitable employment practices:
recognising the interests of the wider community.

The key here is that this amendment introduces additional environmental, social and governance factors that directors may consider when determining the best interests of the company. It is a statutory recognition that directors can (and should) look beyond the generation of wealth when making decisions for the company.

One question to consider – and possibly submit on – is whether the term “may” reduces the impact of this proposed change. What if it were “must” instead. Another argument some make (that we do not agree with) is that directors already do all this so no need to have a change. In our view this is a helpful change which clarifies the position for directors.

You can here more about the proposed changes and what they mean in this Seeds Podcast episode, where our Partner Steven Moe interviews Dr Duncan Webb on his bill.

We have helped many for purpose entities over the years and would be happy to discuss your situation with you. Please feel free to contact us at Parry Field Lawyers.

Our thanks to Kate Frykberg who has written this Guest Blog post for us – you can find out more about the work she does here. https://kate.frykberg.co.nz/=

If you are unsure how the philanthropic sector in Aotearoa NZ is organised and works, you are in good company. It is a bit confusing, even for those of us who work in it.

Here is my take on the different kinds of philanthropic giving, including where the money comes from and how it operates, as well as some considerations and tips for grant seekers.

The different kinds of philanthropic funders

Overall, philanthropic funding tends to fall into the following categories:

Personal Giving: Most of us give money to good causes, perhaps on a small scale like a donation to an online appeal, or perhaps on a large scale, like supporting the redevelopment of a children’s hospital. And it is something that we can do any time – even, through making a bequest in our will, after we are dead. Individual giving has historically been the largest single source of community funding.
Private trusts and foundations: eg Tindall Foundation, JR McKenzie Trust, Todd Foundation, NEXT Foundation. Essentially this is a larger scale and more intentional, organised, transparent and accessible version of individual giving, where wealthy families or individuals set up a charitable organisation specifically to provide funding for good causes. Often the money is given out in the form of grants, which are financed through the income earned from an endowment fund that is invested and designed to last for generations. Some foundations operate on a “spend-down” model where a large sum of money is progressively given to the community until none remains, and sometimes the money may come from annual donations from family members. Some family foundations operate nationally and some regionally.
Community Foundations, Donor Advised Funds and Trust companies eg Acorn Foundation, Auckland Foundation, the Gift Trust, Perpetual Guardian and Public Trust. These organisations provide a shared infrastructure both for managing giving from estates after the donor has passed on, and for people with some wealth who don’t want to set up their own foundation. Services usually include both managing the investments and supporting grant making. The seventeen Community Foundations and the Gift Trust are non-profit models, while Trust Companies like Perpetual Guardian and Public Trust are commercial organisations.
Statutory Trusts: These are grant-giving organisations which are set up via various acts of parliament and/or are administered by government agencies. Aotearoa NZ is unusual internationally in that we have a significant number of statutory trusts, which are in turn responsible for a significant portion of philanthropic funding. They include:
- Community Trusts: like Foundation North, Rata Foundation and Wellington Community Trust. These trusts were set up when the regional Savings Banks were sold in the 1980s and 1990s. The proceeds of these sales were invested, and the annual income generated is given as grants to communities, with each Community Trust focusing on the region in which their Trust bank operated. Here are twelve community trusts operating across Aotearoa.
- Energy Trusts: like Rotorua Energy Charitable Trust, TECT. These trusts were set up in the 1990s, when the electricity supply authorities (e.g., local power boards) were restructured. There are 24 Energy Trusts in Aotearoa, although some support their communities through energy rebates rather than grants. Like Community Trusts, they also operate on a regional basis.
- Gaming Trusts: eg Lion Foundation, NZ Community Trust, Pub Charity. These are technically statutory trusts however their funds come from the proceeds of gaming machines (pokies). Gaming Trusts are required by law to distribute at least 40% of gaming machine proceeds to the community.
- Government-administered grant schemes: eg Lottery Grants Board, Community Organisation Grants Scheme (COGS). Some grantmaking is administered directly by government agencies, and in particular the Department of Internal Affairs is responsible for a considerable number of funds, including the Lottery Grants, which distributes funds from the sale of lotto tickets. Many other government departments also provide grant schemes alongside funding provided through contracted services.
Corporate Foundations and Business Giving: e.g., Vodafone Foundation, MAS Foundation. Unlike business sponsorship, where there is usually an expectation of direct benefit to the business from funding provided, some businesses set up corporate foundations which manage their giving in much the same way that a family foundation might. Other simply give directly to community causes. The benefit to the business is indirect, through demonstrating commitment to the community and through being a good corporate citizen.

The above is not a definitive list but it covers most of the different kinds of philanthropic organisations in Aotearoa NZ. My acknowledgements to BERL, as the categorisation above is based on their research released in 2015 into the Philanthropic sector.

Other considerations

Here are two additional considerations:

The terms used are often not very helpful. Take for example the word “foundation.” As Wikipedia notes, a “foundation is category of nonprofit organization or charitable trust that typically provides funding and support for other charitable organizations through grants….However, the term “foundation” may also be used by organizations that are not involved in public grantmaking”. So, if an organisation calls itself a foundation, the chances are that they provide grants to the community, but there are many examples, e.g., university and hospital foundations, which are endowment funds designed to specifically benefit the organisation which set them up. Similarly, a public grantmaking organisation may choose to call themselves a Trust rather than a Foundation.
There is a joke which goes “If you have seen one funder…. you’ve seen one funder”. In other words, it is difficult to make generalisations about what funders want or how they think, because every funder works differently. Some are transparent (see my previous blog on funder transparency) and community focussed, some less so. But, thanks largely to the good work of peak body Philanthropy NZ, more funders are actively exploring their role to support communities well, particularly those who choose to be members of Philanthropy NZ.

Top tips for grant-seekers

So yes, the philanthropic sector is a confusing one. What does this mean for community sector organisations looking for funding? Here are my top tips:

Look for a good fit between what you do and what the funder focuses on. It is a waste of everyone’s time to apply for funding when there is no alignment in what you are both trying to achieve.
Try to have a conversation before applying. Often funders are willing to provide informal advice about potential applications.
Look at who they have funded & how much they gave. If a funder only supports arts organisations and you are working on environmental projects, it is probably not worth applying. Similarly, if their average grant size is 10k and you are looking for 250k, again it is probably not worth applying.
When writing grant applications, try to pitch them to an audience who:
- Don’t have much time – in other words, keep in succinct
- Are not experts in your field – in other words, keep it simple and clear.
Try to build honest, reciprocal relationships with funders. The best funding relationships are those where we both give and receive feedback and where we can be honest about both our challenges and triumphs.

If you would like to discuss this you can contact Steven Moe stevenmoe@parryfield.com, or Michael Belay michaelbelay@parryfield.com at Parry Field Lawyers.

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:

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.
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.
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).
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.
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.
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 Michael Belay michaelbelay@parryfield.comWe 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 Moe – stevenmoe@parryfield.com, or Michael Belay – michaelbelay@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.

Business can be complicated but it doesn’t have to be. We have helped thousands of clients and know about the key legal areas that will affect you and have just released our fully revised and updated “Doing Business in New Zealand” free handbook. You can download it here.

New Zealand consistently ranks as one of the most business-friendly nations in the world. Given this appealing status and the interest we receive both from local and international investors, as well as form businesses and entrepreneurs, we produced the “Doing Business in New Zealand” handbook a few years ago and now have fully updated it. It is intended to introduce and provide information for those who may be unfamiliar with how business is done here. The handbook provides introduction on business structures, investment rules, employment, disputes, property, intellectual property, immigration, privacy and social enterprise, just to name a few examples.

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.

We live in a time when paradigms are colliding. Old conceptions from an extractive economy which have been accepted for decades are being challenged by new ideas that are planted in the soil of a regenerative economy. One outworking of this is the growth of “Impact Investing”.

Traditionally, the primary driver when looking at an investment has been monetary returns for the investor. “You can pay a 9% return on investment? Well, that is not as high as the 11% I have on offer here – so you know where I am going.” However, such an outlook is limited and narrow because it is only focussed on financial returns.

Impact investing offers a different approach. The Global Impact Investing Network provides the following definition: “Impact investments are investments made with the intention to generate positive, measurable social and environmental impact alongside a financial return.”

So the alternative presented by impact investing is that there are other considerations that need to be thought about, such as:

What does the business actually do – is it an extractive business which is contributing to degradation of the planet? Coal fired power station, anyone? Sugary drinks? Tobacco?

Who does the business employ – is the business model built on the premise that there is exploitation in how cheaply it can produce whatever it makes, either onshore or offshore?

What other outcomes are there – perhaps social, cultural, environmental or other factors will be impacted by the business.

The key is that there will be some positive impact through the investment, while still generating return for the investor. It’s about thinking a bit longer before you decide what to invest in.

All this is increasingly relevant and growing – the Global Impact Investing Network did a survey and reported US $114 billion invested by the 208 respondents (large funds) in impact investments. They state regarding this that, “impact investing challenges the long-held views that social and environmental issues should be addressed only by philanthropic donations, and that market investments should focus exclusively on achieving financial returns.”

Locally, in New Zealand an Impact Investing Network was set up last year and they provide resources and information. More than $8 million was raised by one paradigm-shifting New Zealand fund (the Impact Enterprise Fund) which is investing into social enterprises and others pushing boundaries with their companies. Another (Purpose Capital) raised $20 million recently. Impact investing is here to stay and we are confident it will grow as more people step back and think through how they are investing their funds. What might this mean for you?

Please note that this is not a substitute for legal advice and you should contact your lawyer about your specific situation. Please feel free to contact us on 03 348 8480 or by email to Steven Moe – stevenmoe@parryfield.com or Kris Morrison – krismorrison@parryfield.com

We live in unprecedented times. In this short guide we have set out key issues which we think Charities in New Zealand should be focussed on.

We will update this article as we have further information and expand it more.

Key Information

We recommend looking at this site for the latest Government announcements on COVID-19. Also, note that there is a specific page for community groups where there is more detail – in particular for eg Churches, regarding gatherings, here.

Government support for Charities

While initially unclear, the government has confirmed that this wage scheme and leave scheme apply to registered charities, non-government organisations, incorporated societies and other entities. These groups can apply if they meet the qualification criteria. We found that this information was the best to refer to but this summary from Deloitte is helpful as well.

Charities Services guidance

Charities Services have published this guide and key points to note are:
• They remain open and will continue to operate to process registrations etc;
• Annual returns can be extended – best email for info is info@charities.govt.nz;
• Charities Services will not be accessing their post during the shutdown so contact by email;
• They suggest formally postponing AGMs if needed.

Governance

We suggest this is a great chance to look back at your purposes and ensure that they are being followed. Why not also check policies and other rules? We also suggest you ask questions as a governing body to ensure that everyone understands the finances and budgets – how will they be affected? Remember, there are obligations as trustees which need to be complied with, for a summary see here. Finally, if you are making important decisions then record them in minutes of meetings. It may be that due to physical distancing you will need to adjust how you have meetings – we use Zoom.

Contracts

Consider seeing what they say about “Force Majeure” events – things outside of your control – there may be provisions which help to delay provision of services or goods at this time. Is some renegotiation needed around the terms? Price? Timing?

Leases

If you have a commercial lease have a look and see if there is an “Emergencies” clause. If you have such a lease it depends what it says – so it is worth checking your agreement with the Landlord. If you have a recent ADLS version Deed of Lease (which is industry standard) then there is a definition of “Emergency” which includes an epidemic. Clause 27.5 then has provision about access to the property in an emergency – see the screen shot – that refers to “a fair proportion of the rent and outgoings shall cease to be payable…” in some circumstances where you are unable to access the premises as a consequence of the emergency. Use that clause as the basis to talk with your Landlord in the coming weeks.
As a side note, if you only ever signed an Agreement to Lease, don’t panic that it doesn’t have that clause, as the Deed of Lease provisions are deemed to be incorporated into the Agreement to Lease as well (if it is an ADLS form) – see clause 4 of the ADLS Agreement to Lease form.

Other guidance

There is a lot out there – but here are some resources:

• For those in Churches, we have created this book – the principles would apply to any charity.
• Philanthropy NZ have issued this helpful summary of things to consider for COVID-19.
• As mentioned above, check out the Charities Services link here and what they refer to.

On March 26 2020, the Government announced more support for community groups. You can find out more here.

Questions?

This article is not a substitute for legal advice and you should consult your lawyer about your particular situation. Feel free to contact Steven Moe stevenmoe@parryfield.com or Kris Morrison krismorrison@parryfield.com at Parry Field Lawyers.

Are you an entity that carries on business for the benefit of a registered charity? Then it is essential that you are aware of the incoming changes to business income tax exemptions. This article explains what the current law is and how the incoming changes will impact both registered and unregistered entities.

A key benefit of being a registered charity is enjoying the tax exemptions on business and non-business income set out in the Income Tax Act 2007. Under section CW 42, registered charities do not need to pay tax on their business income provided that they carry out their charitable purposes in New Zealand. However, the section goes further and extends the exemption to entities that carry on business for the benefit of a registered charity. This means that businesses can benefit from this exemption without registering with Charities Services. Therefore these businesses are not obliged to comply with the charity reporting requirements.

The Government has been concerned that some businesses may be taking unfair advantage of the provision, undermining the transparency and accountability mechanisms in the Charities Act 2005. As a result, the Taxation (Annual Rates for 2018-2019 Modernising Tax Administration, and Remedial Matters) Act 2019 narrows the eligibility for this exemption. Taking effect from the 2020-2021 income year, an entity must be registered as charitable to be eligible for a business income tax exemption. This means that an unregistered entity carrying on business for the benefit of a registered charity is no longer eligible.

This will have an impact on companies that are owned by a charitable trust. From 2020, the charity’s registration will no longer shield that company from income tax obligations. Entities that are currently relying on another’s registration need to consider whether they are eligible for charitable registration in order to retain this benefit. This could involve revising the constitution of the business and making clear it is sending profits to the charity.

This article is not a substitute for legal advice and you should contact your lawyer about your specific situation. Our team is experienced with charities, social enterprises and trusts that are common in this area of law. We would be happy to assist you in your journey. Please feel free to contact Steven Moe at stevenmoe@parryfield.com or 021 761 292 should you require assistance.

Interested in pursuing a purpose or cause that benefits the community? The type of vehicle you use is critical in ensuring your efforts are effective and that any assets you hold are protected.

Charitable Trusts and Incorporated Societies are two common vehicles used in New Zealand that often cause much confusion. We provide a short summary outlining the benefits and drawbacks of each option below:

Incorporated Society

• Governed by the Incorporated Societies Act 1908 until the society has reregistered under the Incorporated Societies Act 2022.
• Members can come and go without affecting the vehicle’s identity.
• Minimum number of 15 members required (Body Corporate members do however count as three (3) individuals).
• Usually used by sports clubs, cultural groups, etc. that see benefit in wider involvement.
• Accountability: committee members (officers) are accountable to the members.
• Administration costs: annual financial statements must be filed and annual general meetings held.
• Control: democratic control of the vehicle and its activities by its members. Inefficiency may result if majority of the members hinder the society’s purposes. There are some stories of members ousting officers but in our experience this would be very rare.

Charitable Trust

• Governed by the Charitable Trusts Act 1957/Trust Act 2019.
• We recommend at least three trustees or an odd number to prevent conflict.
• Accountability: individuals (a.k.a trustees) need to operate in accordance with the trust’s deed or be held personally liable for breaching their duties as trustees.
• Administration costs: proper records required for activities undertaken, etc. Trustees must meet regularly to make decisions as required by the trust deed.
• Control: decisions are made by a select few which may mean greater stability and efficiency. Conflict between the trustees however could adversely affect the performance of the trust. As trustees appoint each other, the ability to change hands of controlling power may be difficult.

Various factors must be considered before committing to a vehicle. We generally find that a Charitable Trust is the most flexible of the two. However, it is important that you consider how your operations are likely to look like. Imagine the future. Will your vehicle advance or hinder your ability to effect your purpose?

This article is not a substitute for legal advice and you should consult your lawyer about your specific situation. Our team is experienced with charities, social enterprises and trusts that are common in this area of law. We would be happy to assist you in your journey. We have free resources for start-ups, boards and companies including “Start-ups Legal Toolkit” which covers the key issues we see people face when starting out (it’s a free PDF guide in the resources section of this site). For more information, please feel free to contact us at Parry Field Lawyers:

Steven Moe, Partner – stevenmoe@parryfield.com
Yang Su, Senior Solicitor – yangsu@parryfield.com
Michael Belay, Solicitor – michaelbelay@parryfield.com
Sophie Tremewan, Solicitor – sophietremewan@parryfield.co

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