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 Moestevenmoe@parryfield.com or Kris Morrisonkrismorrison@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.
• 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. For more information, please feel free to contact Steven Moe at stevenmoe@parryfield.com or 021 761 292. 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).

“To go fast, go alone. To go far, go together”

By Steven Moe

Returning from a conference it is always important to reflect on some of the themes and key learnings while they are fresh. I’ve just come back from three days at Te Papa with around 500 attending the biennial Philanthropy Summit 2019 which is organised by Philanthropy New Zealand

Conference Overview

The theme was “The Future of Trust” and the conference was organised by Philanthropy New Zealand with 19 sponsors such as AMP Capital (and a big shout out to Rebekah Swan and Emily Woodland who invited me along). I enjoyed attending the conference because it got me out of the silo of only being with other lawyers or professionals – there were few of those here. Instead, those in attendance were mainly from large and small Community Trusts, private family foundations as well as people on the ground working in a variety of charities and social enterprises. Keynote speakers included Sir Stephen Tindall and Dr Jane Goodall – there were 9 key notes in total. There were also many workshops with 4 sessions of breakouts and 8 running at each for a total of 32 sessions. I counted in the program at least 140 different speakers who were involved in delivering content and there were around 500 who attended.
The event was curated well with a particularly noticeable and really beautiful strand woven through of Te Ao Maori that went beyond mere tokenism – for example, not only did key note speakers have a song sung for them when they finished, some of the topics tackled were thorny and not easy to grapple with (such as one key note “Undoing colonialism to do good: building constructive relationships between philanthropy and tangata whenua”). That session (discussed below) really raised the difficult – often ignored – issues around the current state of our society.

My hat is off to all of the volunteers and organisers led by Sue Mcabe and Yvonne Trask. These events take a lot of mahi – the content described below is good but just as important are the connections made over coffee or lunch, collaborations started and ideas shared that may only have measurable ripples some years in the future. It is possible that thought leaders in an area have connected with others and through challenges received each of their research and understanding will go deeper. The “vibe” in the room was not one of white privilege giving out grants – instead questions were being asked of how change can be empowered and enabled at a structural level and new ways of thinking about philanthropy encouraged – both from a Te Ao Maori perspective as well as looking to the next generation and harnessing their ideas as well as recognising the diverse ethnic communities in Aotearoa.

The Themes

As a way to break down the main theme of “The Future of Trust” there were many breakout sessions that you could choose from often centred around the following four themes:

Future trends in Philanthropy: What changes are coming?

Building trust: engagement and relationships and how to build them to in turn build capability

The work we do: the “how-to” and a focus on the practical side to enable bigger change

Impact: what difference are we making and how do we know?

A full description of the sessions is over here. Just a few of the key themes and questions that emerged were the following.

• The next generation is not trusting institutions and looking for online recommendations/social media guidance – threat and opportunity;
• Consumers have desire to do good with their dollar and technology enables them to do that;
• What form does new reporting take on impact?;
• Is there a new paradigm coming where business itself is transformed
• how do you actually measure “impact” across diverse sectors and drivers;
• how you report on it – what shape will reports in the future take and will their be standards of how you talk about impact?
• What due diligence is needed into an entity beyond the usual financial checks when you are also concerned about impact?
• How do you build a community of investors who are willing to think in this way and could there be co-investment opportunities?
• How much do we each know about the past and have we thought about what the implications are for the present?
• What does meaningful engagement look like and what shape does that take?
• how do you transfer wisdom between generations – is it a baton passing? Is it another wave rolling in? Do you reinvent / disrupt the old ways or adapt the old and combine with new thinking?;
• how do you identify and encourage those young people with skills coming up and give them opportunities for leadership – and potentially failure too – so that they can learn and grow;
• What does the next generation need, particularly millenials, who may want to be fluid with how they use their time and what they are supporting/

We are fortunate in Christchurch to have a great ecosystem supporting entrepreneurs and start-ups. One of the weekly events that I always encourage people to head along to is Coffee & Jam which has been running every Tuesday at EPIC from 12:30-1:30 for many years.

The hour long format is simple – a pitch from a start-up or established entrepreneur. A break in the middle for networking. Another pitch, often with an educational or social enterprise slant. A shout out time to inform others of things going on in the community. All this is delivered with the food and drink of the title promised in the form of both coffee and jam (great bread and spreads).

We’ve presented a couple of times and it is always a very welcoming and friendly crowd. Here are some videos:

The time we juggled talking about start-ups

The time we chatted about Seeds Podcast

I asked Jack Whittam, who was an intern at Parry Field Lawyers over the summer of 2018-2019, what he thought of his first visit and he said: “The foundations of Coffee and Jam are a show reel of what Christchurch has learnt from its own shaky foundations; innovation, courage, and at the centre – community. In an age where self-promotion is vital for business exposure, it was encouraging to see this done in a way that is friendly, unpretentious, and gives value to others by sharing from both failures and success.”

To find out more, visit here

From businesses doing good to charities running businesses and everything in between, social enterprise as an industry is growing up and holding its first national conference.

In 1942 the New Zealand poet Allen Curnow wrote: “Simply by sailing in a new direction, you could enlarge the world.” He was talking about the first European explorers arriving in New Zealand on their wooden ships but his statement could also apply to the expanding social enterprise movement in New Zealand.

The movement is actively pushing boundaries in the pursuit of a combination of both profit and purpose. It involves re-imagining the future of business as a means to provide incomes for employees and generate profit for owners, while also addressing social or environmental needs. In short, the organisation acts ‘for purpose’.

So where are we on the social enterprise journey in New Zealand? Is it even right to start describing this as a sector, and where does social enterprise fit in the spectrum between charity on the one side and entrepreneurial upstarts on the other? My view is that social enterprise is now charting into new territory and enlarging our understanding of the world, and that is shown by a few indicators on our map.

First, the sure sign of legitimacy for a group is a national conference devoted to gathering like-minded people together. A year ago in Christchurch the Social Enterprise World Forum was held with more than 1,600 attending. A global event held in this country was perhaps an unusual mountaintop, but it certainly kick-started a lot of discussions and planted many seeds for those who attended.

But the truest signal that social enterprise as a sector has really landed here is happening this Friday, when Wellington Zoo plays host to the Ākina-organised Aotearoa Social Enterprise Forum. The day-long event will feature an overview of the scene in New Zealand as well as 14 sessions on topics such as:

• measuring impact
• Māori and indigenous enterprise
• social procurement
• youth and social enterprise
• legal structures for social enterprises
• activating impact investment
• environmental accountability

These topics show that those involved are thinking more deeply about the real impact and implications of starting a social enterprise. They are important issues for those involved in starting or running social enterprises, although some cautions and questions I wrote about here almost a year ago still apply. The credibility of the sector will depend on social entrepreneurs having some good answers.

I’ve certainly noticed an elevation in the thinking among the 65 guests interviewed for my podcast, seeds, which focuses on social entrepreneurs. The depth of understanding about the basics of social enterprise we are seeing now has been revealing. It’s like we really are sailing in the new direction that Allen Curnow talked about, which is opening up new horizons for the possibilities of social enterprise.

Additional evidence of this local growth in social enterprise is the fact that the term itself is becoming more widely known, discussed and – most importantly – understood. That wasn’t the case even a year ago. You can also see changes in how each end of the charity/business axis is approaching social enterprise principles. For example, an increasing number of entrepreneurs are incorporating social enterprise into their standard business models. It’s clear that younger generations do this more naturally than previous ones, who were more likely infected by the “greed is good” mantra of movies like Wall Street.

A diverse range of start-ups are demonstrating this. Check out the stories of 27 Seconds, a social enterprise winery where profits go towards reducing modern day slavery (more on Alanna Chapman and their journey here), Crave Café in Morningside (Nigel Cottle’s story is here and earlier in Spinoff here), or Digital Journey which provides free resources for companies to check their internet presence and promotes better use of technology (hear Stuart Dillon-Roberts’ story here).

But what about corporates? They’re getting in on the act too. NZ Post recently introduced a new “Social Procurement” strategy as a way for it to interact and engage meaningfully with social enterprises. Earlier this year it won the Sustainability Project of the Year award at the New Zealand Procurement Excellence Awards for its efforts in this area. There are many other private, public and not-for-profit entities also interested in pursuing a social procurement approach in New Zealand. It’s an encouraging trend: a large customer base that social enterprises can sell their goods and services to will be vital for their long term success.

Over in the ‘traditional’ not-for-profit world, many charities are realising that grant funding can only go so far, and they are exploring other ways (including setting up businesses) to achieve their charitable purposes. An example is Pathway, a charitable trust that helps prisoners reintegrate into society. Pathway has two companies which operate for profit while also providing employment for the very group the trust is focused on. Other examples of larger charities operating businesses are Trade Aid and Kilmarnock, both of which provide employment opportunities for those with disabilities (hear an interview with Kilmarnock CEO Michelle Sharp here and read more here).

It would be remiss not to mention the other big growth area, impact investing. Social enterprises need funding to start and grow. New Zealand now boasts its own impact investing network and earlier this month it was announced that the Impact Investing National Advisory Board of Aotearoa New Zealand has become a member of the Global Steering Group for Impact Investing. A real-life example of this trend here is the Impact Enterprise Fund that had a first close of an impressive NZ$8 million. Impact Ventures’ Chris Simcock is currently working on finding investment opportunities for that fund and he explained how this whole area is evolving in New Zealand when I spoke to him recently. Another local example is the work of Soul Capital which invests in social enterprises.

Lastly, it is heartening to see that business in general is becoming more aware of social enterprise concepts; it may be that more organisations will self-identify as social enterprises in the near future. Research is currently being undertaken on whether options including new legal structures to empower social entrepreneurs would help the sector grow. Enabling organisations (whatever their legal form) to act with purpose and helping them articulate, clearly communicate and report on their purpose will become increasingly vital. There is also a growing realisation of how important it is that the work of social enterprises not become isolated as something “they do”. Instead the ethos behind the movement must be encouraged to permeate the mainstream business world as well.

It really is an exciting time to be involved with social enterprises as we further expand the boundaries and explore what it means in the New Zealand context – for example, what businesses can learn from Māoritanga that is unique and distinctive.

It will be fascinating to watch what emerges from the hui this week in Wellington as more connections are made among those who attend. The social enterprise sector is here to stay. I hope those on the journey will continue to sail in new directions and in doing so the world will keep enlarging as we push out further and discover more about the power of doing business that also does good.

This article for appeared in The Spinoff

Until recently, not many people knew what a social enterprise even was. But in the last few years there’s been a growing awareness of companies that pursue “for purpose” objectives beyond the traditional profit motive. Often, these companies are able to reinforce and grow the communities they operate in, often meeting social needs which might otherwise have resulted in state-sponsored intervention or social programmes. Simply put, they do good.

While the term ‘social enterprise’ itself is relatively new, the fundamental concepts behind it are not. We are still at the early stages of the growth of the social enterprise sector here in Aotearoa. What better time to think about how Māoritanga – Māori culture, practices and beliefs and way of life – can help flavour our particular recipe?

By examining some of the key principles of Māoritanga, we can better understand what social enterprises are – and what they could be.

Here are some examples:

Kaitiakitanga

Kaitiakitanga is the guarding of treasures and the concept of reciprocity and giving back. When creating a social enterprise it is vital that the purpose is well defined, understood and articulated for others. That purpose then needs to be closely guarded so that there is not a slow creep away from the core values in the midst of either success or failure – either extreme lends itself to a reframing of what the entity stands for. Keeping a sharp focus on the purpose of a social enterprise is a discipline: guarding the treasure.

Mōhiotanga

Mōhiotanga is the sharing of information, the building up of knowledge, and the provision of new information and strategies. In order for a business to succeed there is a lot of information which needs to be absorbed – and this is particularly true of social enterprise, which challenges the traditional way of doing things. The early days of a social enterprise are critical as the right structures are chosen, the team is assembled and the vision cast.

Tuakana/Teina

Tuakana/teina refers to relationships between older and younger people, and in particular the experienced helping those who are less experienced. This is reflected in many social enterprises with community elements where more experienced people work alongside – and support the career growth of – those who have less experience.

Manakitanga

Hospitality, kindness, generosity and support. The process of showing respect and care for others directly relates to the altruistic and community focus of social enterprises. Often these social enterprises exist to meet some need in society through the business operation itself – for example, the type of person who is employed or the kind of product made.

Wairua

Wairua is spiritual well-being that involves a connection to our whenua (land), ngahere (forests), moana (sea), maunga (mountains) and awa (rivers). Many social enterprises consider natural resources and how they use them (or don’t). From the first, they focus on their impact on the environment and how they can operate in a sustainable way.

Mātātoa

Mātātoa is the Māori concept of being fearless, courageous and energetic. In a similar way, social enterprises need to be open to embracing new and innovative ideas that generally go against an established way of doing things. They often challenge the inbuilt assumption that a business is all about making a profit as they strive to also fulfil their purpose, which is usually the real driver.

Social enterprises have a unique opportunity to do something different here in Aotearoa; embracing the perspectives of Māoritanga and understanding their full breadth and impact could help us achieve just that. Instead of doing things the same way as every other country, we should try a new way of operating. The result could be a truly homegrown version of social enterprise which acknowledges and learns from our own rich cultural heritage and embraces it fully as a means to explain what we do and why we do it.

Tihei mauri ora!

This article was originally published on The Spinoff: https://thespinoff.co.nz/business/21-08-2018/what-social-enterprises-in-aotearoa-can-learn-from-maoritanga/