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

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

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

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

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

How to Apply for a Name Change

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

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

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

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

Changing Your Name Immediately After Re-registration

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

 

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

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

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

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Introduction

The Incorporated Societies Act 2022 (the “new Act”) recently received Royal Assent, resulting in significant changes for the 24,000 incorporated societies in New Zealand. The new Act replaces the Incorporated Societies Act 1908 (the “old Act”), which has been long overdue for an upgrade. We have discussed ten key changes for incorporated societies to be aware of in our article here and provided a lot of detailed information in the form of articles and seminars here. Contact us for a copy of our comprehensive handbook.

All incorporated societies will be required to reregister under the new Act, so it is a chance to revisit all aspects of these organisations. Section 26 of the new Act sets out what a society’s constitution must contain. This is important as the society’s constitution must comply with the new Act in order to reregister. We have detailed notes on the reregistration process here and are helping many comply with the requirements.

In a series of six articles we have set out the key requirements for your society’s updated constitution, as prescribed by section 26 of the new Act. This article will discuss what your constitution needs to provide in relation to general meetings.

General meetings

The new Act expands on the old Act in setting out several requirements for general meetings, which must be included in the society’s constitution. The requirements for general meetings are in sections 84 to 93 of the new Act. We have canvassed below the key elements of the new Act to be included in a society’s constitution.

Timing of annual general meetings

The intervals between annual general meetings (“AGMs”) must be set out in the society’s constitution. Under section 84 of the new Act, a society must call an AGM no later than 6 months after the society’s balance date and no later than 15 months after the previous AGM. There is an exception to this rule for a society which is newly incorporated – a society does not have to hold its first annual general meeting in the calendar year of its incorporation but must hold that meeting within 18 months after its incorporation. Logically this would only apply to a newly incorporated society, not a society who is reregistering under the new Act.

Procedure at annual general meetings

Unlike the old Act, the new Act is prescriptive and requires the constitution to provide for the information that must be presented at general meetings. As set out in section 86 of the new Act, the required information is:

  • an annual report on the operations and affairs of the society during the most recently completed accounting period;
  • the society’s financial statements for that period; and
  • notice of the disclosures and types of disclosures made under the duty of officers to disclose when they are interested in a matter under section 63 during that period, including a brief summary of the matters or types of matters disclosed. We have more information on the conflict of interest disclosure procedure here.

Under section 84 of the new Act, minutes are required to be kept for AGMs. This requirement must be included in the society’s constitution.

Passing of resolutions

Under the new Act, a society’s constitution should include whether, and if so, how resolutions may be passed in lieu of a general meeting. If the constitution allows for a resolution to be passed in lieu of a meeting, then sections 89 to 92 of the new Act will apply.

How meetings are called

Similar to the old Act, the new Act requires the society’s constitution to provide for the manner of calling general meetings. The new Act also requires the society’s constitution to include the time within which, and the manner by which, notices of general meetings and notices of motion must be notified. The society’s constitution must also provide for the quorum and procedure for general meetings (including for example whether votes may be cast by electronic means), including voting procedures, procedures for proxies (if any), and whether the quorum takes into account the members present by proxy or casting postal votes or votes by electronic means.

The society’s constitution must also include the arrangements and requirements for special general meetings under section 64(3), unless that provision has been negated under section 67. Section 64(3) requires a special general meeting of the society to be called to consider and determine a matter which half or more of the officers are prevented from voting on. You can find a full discussion of these sections and the conflict of interests procedure in our article here.

AGMs and meetings are important for an incorporated society – they are one of the key differences from other entities, so it makes sense that there are rules about them which had been lacking before.

Summary

With the new Act comes a lot of changes to the requirements for an incorporated society’s constitution. We have helped many incorporated societies over the years and would be happy to discuss your situation with you, especially when it comes to amending your society’s constitution so it meets the requirements set out in the new Act. You can contact us any time by email or phone.

We have a lot more resources at this page dedicated to the Incorporated Societies Act 2022.

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

More from this series

The new Incorporated Societies Act 2022 and your constitution: What has changed for membership?

The new Incorporated Societies Act 2022 and your constitution: What has changed for governance?

The new Incorporated Societies Act 2022 and your constitution: Amendment procedures

The new Incorporated Societies Act 2022 and your constitution: Dispute resolution procedures

The new Incorporated Societies Act 2022 and your constitution: Name, purposes and winding up

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