The new Charities Amendment Act 2023 (the Act) amends the Charities Act 2005. Some of its changes are already in force, having been introduced in July and October this year, while other changes come into force from 5 July 2024. In this two part update we outline the latest changes that apply as of 5 October 2023.


Changes to The Definition, Age and Role of Officers

A key amendment is the expansion of the definition of “officer” under section 4 of the Act to include any persons who has significant influence over the entities substantial decisions, including management or administration. So, an officer can be a trustee, members of board or governing body (if it has one) or persons that occupy other positions (such as a chief executive or treasure) if that position allows them to exercise substantial influence. Officers, according to the new Act, will also include so called “deemed directors”, being persons with whose direction or instruction the entity is accustomed or required to act. As the definition of officer has been expanded, existing and new charities should take care to have clear distinctions between those in governance and management, as well being cautious about the influence of those in management positions.

Furthermore, s 13(1)(e) introduces a new requirement that charities must at any time have at least one officer 18 years of age of older. Also, section 36A outlines the role of an officer of a charity is to “delivery its charitable purpose” and “comply with its obligations” under the Charities Act or other Acts. This is clearly in addition to other fiduciary duties that are already required of officers.


Disqualifying Officers

Section 36C gives the Charities Registration Board the ability to disqualify a person, for not more than five years, from being an officer of a charity by notice. The notice can be by email and the Board must publish notice on their website as soon as practicable. Prior to this new Act, the Charities Registration Board, did not have the ability to directly remove an officer and instead would need to deregister the entity. An officer can be disqualified if they have:

  • Engaged in serious wrongdoing in connection with the entity; or
  • Failed significantly or persistently to meet their obligations under the Charities Act or other enactments.

This gives the Charities Board considerable power to ban officers of charities and the circumstances in which these powers will be used is uncertain. Further, the new provision does not yet require the Board to provide the Registrar of Incorporated Societies a copy of a banning order which was previously required.


Consult on Significant Guidelines

Section 12A of the Act has been introduced a new process which requires the chief executive of the Department of Internal Affairs to consult with persons or representatives they consider “reasonable to consult before issuing significant guidelines or recommendations on the best practice to be observed by charities, officers, and persons concerned with the management or administration of charities.” [1] This appears to provide accountability for decision making but it may mean that non-significant guidelines or recommendations need no consultation. Further, it is only a requirement to consult.


Charities Obligations

The new section 13A provides all charities must remain qualified for registration. To remain qualified, charities must maintain income for charitable purposes, have qualified officers and have and maintain rules. This restates some of the key requirements already set out in s 13 but includes the requirement to have and maintain rules.


Extended Timeframes for Providing Information

Section 18 of the Act was amended to increase the time frame in which charities can make submissions when the chief executive is considering whether they qualify for registration. This was increased from 20 working days to 2 months and also includes the time frame that an application will be treated as withdrawn if there is no response to the notice. If the Charities Board declines an application for registration or deregisters of a charity, they must now publish their decision and their reasons for it as soon as practicable on their website.


Requirement to Review Governance Procedures

Charities are now required to review their governance procedures every three years under the s 42G of the Act. In this review charities must consider whether their procedures, within or beyond its rules, are fit for purpose and help the charity achieve its charitable purpose and comply with the Charities Acts’ requirements. How this new duty works in practice is unclear as these terms are neither defined nor explained. However, frequently reviewing and updating rules and procedures is good practice for charities to adopt to ensure safe, smooth and efficient management and operation.


To read part II to this article, click here


This article is general in nature and is not a substitute for legal advice. You should talk to a lawyer about your specific situation. Reproduction is permitted with prior approval and credit being given back to the source. 

We help with charity set ups and answering questions all the time. If you would like to discuss further, please contact one of our team on,,, or at Parry Field Lawyers


[1] Charities Amendment Act 2023, s 12A.



We continue our two part update covering the changed brough on by the Charities Amendment Act 2023 (the Act). In part one we covered the changes that came into effect in October 2023. In this part two, we cover the changes that are coming into force from 5 July 2024.



New sections 55A to 55E outline a new process for objecting to decisions made by Charities Services or the Charities Registration Board (the Board). The Act refers to the “chief executive” of the Department of Internal Affairs, but in practice these decisions are made by Charities Services.[1]


What Can Be Objected To?

Charities are now able object to a wider range of decisions. Previously, only proposals to deregister a charity or decline an application could be objected against. Section 55A outlines a list of several decisions made by Charities Services objections can be raised against. These include decisions to remove from the register any document or information related to the entity, a decision to give a warning notice and any decision made by the Board under the Act. Objections can also be raised against any decision made by the registrar.


Deadline For Objections

Before a decision is made, the decision makers must give the charity or person concerned notice regarding the intended decision, the grounds for the decision and the date by which an objection to the intended decision must be received (section 55B). This date will be no later than two months after the date of the notice. This is an increase from 20 working days. Unlike appeals (examined below), objections are therefore made before the decision is made.


Opportunity To Be Heard

Section 55D allows the objector the opportunity to be heard. This can be either in person or by electronic means. Previously, despite the rules of natural justice normally requiring an oral hearing, there was no right to a hearing.



Decisions can also be appealed after they are made. There is a new process for this. While not explicitly stated in the Act, it appears that appeals can be made even if an objection was not made against a decision.


What can be appealed?

Section 58A outlines a list of decisions that can be appealed against. These grounds mirror those decisions that can be objected to under 55A. Previously, charities had wider rights of appeal as the grounds were not limited.


Who appeals are made to?

Appeals are now made in the first instance to the Taxation and Charities Review Authority (“TCRA”). Previously, appeals were made to the High Court. The intention behind this is to simplify the process for charities, with the TCRA offering a less formal process.[2] Subsequent appeals to the High Court and Court of Appeal can still be made. An unintended effect could be that charities lose their right of appeal to the Supreme Court, as generally only two appeals are allowed in New Zealand courts.


Deadline for appeals

As with objections, there is a two month time frame for filing an appeal. This was previously 20 working days. However, if it can be demonstrated that there were exceptional grounds that prevented an appeal from being lodged in time, additional time may be allowed.



Internal Affairs estimated in an impact statement that the cost for an appeal to the TCRA will be $410. This is significantly cheaper than the cost of appealing to the High Court.[3]


Additional change coming: Accumulated Funds

There is an additional change coming regarding charities’ accumulated funds. This is not found in the legislation but in an upcoming change the to the annual return form. Charities with annual expenditure over $140,000 will need to provide reasons in their annual returns for holding the accumulated funds. Charities Services is consulting on the annual return forms and other changes may be coming, likely to happen in 2024. In the meantime, charities are advised to consider the reasons for holding accumulated funds, ensuring it is being done in the best interests of their charitable purposes.


This article is general in nature and is not a substitute for legal advice. You should talk to a lawyer about your specific situation. Reproduction is permitted with prior approval and credit being given back to the source. 

We help with charity set ups and answering questions all the time. If you would like to discuss further, please contact one of our team on,,, or at Parry Field Lawyers


[1] Department of Internal Affairs “Policy decisions to modernise the Charities Act 2005”,

[2] Department of Internal Affairs “Policy decisions to modernise the Charities Act 2005”,

[3] Department of Internal Affairs “Regulatory Impact Statement: Modernising the Charities Act” (Report, 19 October 2021) at 106 and 107,

Now is a great time to consider whether the legal vehicle of your society is best serving your needs. We’ve outlined the pros and cons of Incorporated Societies and Charitable Trusts as entities here.

If you believe a Charitable Trust is right for you, we can help you transition from an incorporated society. The process if relatively straightforward but can take some time. A few key points to consider are:

  1. Bequests – have you received many bequests in the past?  Once your current incorporated society is wound up, there is a chance that a bequest meant for you may not find its way to the new entity.  There are ways to help prevent this (e.g. notifying key stakeholders that they should update their will, keeping the same charities services number or even keeping the society as a shell for a period of time), but it is still a risk.
  2. Employees – if you have any employees, you need to make sure you engage with them throughout the process and give them time to consider the change.  We have a specialist employment team who can help you throughout this process.
  3. Contracts – you will need to move any contracts across to the new entity and inform key stakeholders of the change – this can take time.  If you own any property, this would need to be transferred too. We and our specialist property team could assist throughout this process.
  4. IRD and Charities Services numbers – you will need to apply for a new IRD number. If you have tax donee status, this will need to transition from the society to the charitable trust. The good news is you can keep your number with Charities Services despite moving to a different type of entity.
  5. Taking people on the journey with you – it’s so important to take members and stakeholders on the journey with you.  This means it can take some time to transition, but is well worth it when it comes time to vote.

Here’s what the transitioning process would look like:

Parry Field Lawyers could help with each step of the process. If you would like to find out more, get in touch to arrange a call or meeting.

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:

In September 2023, the regulations for the Incorporated Societies Act 2022 (the “new Act”) were released.  So what do you need to know?

Alternative method of filing documents may be allowed by the registrar where it is not practicable for the society to use the Incorporated Societies website (although this is preferred).

Infringement fees listed in the draft regulations have been kept the same (table below). There is no cap for the amount of fees a society can receive if multiple offences occur at the same time. The infringement process has also been released.

Nature of Infringement Offence Fee
Failure to notify the Registrar of amendments to the constitution $100
Failure to notify the Registrar of elections or appointments and other changes relating to officers $100
Failure to maintain a register of members $100
Failure to call annual general meeting $500
Failure to properly hold, and keep minutes of, annual general meetings $500
Failure to send copy of passed resolution in lieu of meeting to certain members $200
Failure to register financial statements $500
Failure to register an annual return $100
Failure to have a registered office $100
Failure to give the Registrar notice of change of contact person $200

Transitional period until 5 October 2028 allows for a) societies to continue to restrict AGM attendance, if their constitution allowed it prior to 5 October 2023; and b) have more than 50% independent officers on their committee, if their constitution allows.

Members’ register must include past members, but only those who ceased to be a member within the last seven years.

Application for re-registration will include the prescribed information set out in the Regulations, which we have explained in our article here.

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.

From 5 October 2023 until 5 April 2026, all 24,000 incorporated societies in New Zealand must re-register under the Incorporated Societies Act 2022 (the “new Act”).

So what does this mean for you and your society?  In this article we’ll set out what you need to know ahead of the re-registration period.


What will re-registration involve?

Companies Office wants to make the re-registration process as simple as possible with no fees.  There will be an online form to complete with a few key pieces of information for your society:

  • New Zealand Business Number and registration number;
  • the physical address of your proposed registered office;
  • your balance date;
  • who your contact person is;
  • the names of the proposed officers and for each officer:
    • their physical address (note this won’t be publicly available);
    • their written consent to being an officer; and
    • a certificate confirming they are not disqualified from holding office as an officer – Companies Office have made a template for this available here;
  • confirmation your society has 10 members; and
  • confirmation that an officer considers the proposed constitution complies with the Act.

Your society will also need to upload a constitution that complies with the new Act.  We have done a series of six articles on this topic which you can find on our Information Hub.  We are helping many incorporated societies review and update their constitutions in preparation for the new Act – if this is something you would like assistance with, please feel free to get in touch.


What can you do to prepare?

Now is a great time to take a look at your constitution and practices to make sure they are fit for purpose under the new Act.  Do you have a disputes resolution procedure?  How do you deal with conflicts of interest?  We have lots of information on how the new Act will affect your society available on our Information Hub and are happy to help your society to prepare.  You can contact us anytime by email or phone.

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.

Comments are requested on these regulations by 24 July 2023 at 5pm. We created this summary to help inform you about what you might want to submit on. The regulations set out in the paper are divided into two categories: “Base” and “Top-up” regulations. Both categories are necessary to give effect to purposes of the 2022 Act but Base regulations are considered to be uncontroversial and do not require consideration of other options. The Top-up regulations are matters where there is genuine scope to consider different options, and cover eleven issues.

Base regulations

These regulations include matters such as the form an infringement notice must take, time limits for providing information and how documents in legal proceedings must be served. Also included is what information must be included in certain documents, although further detail is found in the Top-up regulations where the matter required consideration of multiple options as to what would be required.

The regulation regarding the members’ register may be of interest. In addition to current numbers, it must contain the names of former members and the date on which they ceased to be a member. It also clarifies the requirement for having a date when a person became a member of the society: if unknown, the register may state “unknown” instead of a date.

None of the other regulations are likely to be unexpected or to make a material difference to work done in reviewing rules so far.


Top-up regulations

  1. Officers’ contact details (ss 9, 109, 192, Sch 3, Sch 1):

The proposal is that officers’ names and physical addresses need to be provided, with electronic address optional. Physical address information will not be on the public side of the register but held by the Companies Office in line with the Privacy Act 2020. This is to address concerns about privacy from having physical addresses publicly available, but also allowed the Companies Office to contact officers if required.


  1. Method of filing (ss 9, 48, 52, 109, 111, 116, 117, 176, 185, 216, Sch 1, Sch 3):

The proposal is that the Register may, having regard to the nature of a society and all relevant circumstances, allow a method other than the designated internet site for communicating and filing of documents. This is to  account for societies without technical computer knowledge or internet access and not exclude older, poorer or more rural members.


  1. Declaring persons not to be officers (s 5):

The proposal is that the definition of “officer” exclude liquidators, receivers and statutory managers. People in these roles were unlikely to be considered officers anyway; this is for clarity. It had been suggested previously that various other positions be excluded from being officers (and thus stop officer duties being owed) but this is no longer proposed.


  1. Requirement that majority of officers on committee be members (s 45):

The proposal is that societies can become exempt from this requirement for five years from the commencement of the 2022 Act, until 5 October 2028, if they notify the Registrar of their non-compliance. This applies to both societies re-registering and new societies. In this five year period it will be reviewed under what circumstances a society will be allowed to have more than 50 per cent independent officers. The prevailing feedback from previous submissions was that membership should be allowed to exclude the society from the requirement, but at present the Minister feels this would undermine s 45.


  1. Jurisdictions whose office disqualifications will be recognised (s 47):

The proposal is that if a similar order is made in any jurisdiction, they are disqualified from being an officer of a society in New Zealand. It was considered that this could be hard to check depending on the country, but as officers have to consent in writing that they are eligible this was felt to not be a major issue.

One potential concern is whether this could have an effect on refugees or others from countries where they may have been unfairly disqualified from being an officer.


  1. Restricting AGM attendance to delegates/representatives (s 84):

Proposal is that societies (excluding unions) with over 1,000 members be allowed to restrict AGM attendance to delegates or representatives of members. Societies that restrict AGM attendance currently but do not exceed 1,000 members will have until 5 October 2028 to comply. This is considered a balance between allowing members their right to attend and preventing administrative unworkability.


  1. Definition of total current assets (s 103):

Proposal is to align the definition of ‘total current assets’ (for the purposes of determining a ‘small’ society) with that of ‘current assets’ used in International Accounting Standards for Public Benefit Entities. This is to prevent the confusion and uncertainty from having at different definition to an established accounting term.


  1. Defining societies that will need their financial statements audited (s 105):

Proposal is that societies (that are not registered charities) will be required to have their financial statements independently audited if their operating expenditure in each of the two preceding financial years is over $3 million. This is to capture approximately one per cent of societies, balancing the need for independent oversight with avoiding excessive burdens and costs.


  1. Setting infringement fees (s 160):

These are set to be in line with the relative seriousness of each offence, while acknowledging that many societies are volunteer-led for community benefit.

For very small societies, these fees could add up very quickly and be quite significant. If multiple offences occur at once, perhaps there could be a cap or some discretion allowed.

The proposed fees are as follows:

  1. Persons Registrar must notify when intending to remove a society (s 177):

The proposal is that, along with Inland Revenue and Charities Services, the Registrar must notify both the contact person(s) of the society and the society via its registered office. Submissions indicated that just the contact person was not enough. This provides two avenues for contact, giving a greater chance of the society becoming aware of potential removal.

Considering the requirement of having officers’ contact details, it would seem simple enough to notify each officer, particularly if an email address is recorded. Having officers’ details would allow this sort of communication. There may be societies where the contact person and the office address are the same. If this person has had any communication issues or been slack, communication to other officers may allow alert them to the issue.

  1. Entities formed or incorporated by other Acts that may convert to an incorporated society (s 257, Sch 3):

Entities established under the New Zealand Library Association Act 1939 and the Libraries and Mechanics’ Institutes Act 1908 are covered by the provisions.

The paper contains discussion on the impact of the regulations and why these regulations were considered over other options.

The full document can be found here:

This article is not a substitute for legal advice.  If you have any questions or would like advice on your specific situation and objectives feel free to contact one of our charity specialists Steven MoeMichael BelaySophie Tremewan or Yang Su at Parry Field Lawyers.

Parry Field Lawyers is pleased to release the second edition of our popular Start-up Legal Toolkit which is downloadable for free

The book covers a range of topics including:

  • structure options and how to set up a company;
  • fundraising;
  • specific guidance on social enterprise and for purpose groups;
  • liability and ongoing duties; and
  • employment issues.

For the free guide, click here.

Marian Johnson from the Ministry of Awesome says:  “Even early-stage entrepreneurs need to think carefully about the legal foundations for their business. This guide is a great way to get your head sorted so you can move on with confidence and do what you do best.”

Our other guides that you may be interest in:

Capital Raising Guide

Guide to the Incorporated Societies Act 2022

Doing Business in New Zealand

Charities in New Zealand

Social Enterprises in New Zealand Handbook

Churches Handbook


Advertising your fundraising effort

Your business is thriving  and you need substantial additional capital to fund the next stage of your growth.  You have read up on the Financial Markets Conduct Act 2013 (“FMCA”) (available here) and would prefer to raise funds through one of the Schedule 1 exemptions from product disclosure statement requirements (discussed here).  Being proactive, you have already approached your close business associates, relatives, and employees while also taking full advantage of your statutory small offers limit, but it is still not enough.

You decide that it is time to widen the pool of potential investors – you need to reach the deeper financial resources of Wholesale Investors (discussed here) by advertising your offer to them.  But how do you that and what are some of the risks in advertising to Wholesale Investors?


Inserting a Disclaimer

To begin with, it is important to be open and honest with the people who come across your offer that your investment is only open to Wholesale Investors.  Doing so will avoid potential misunderstandings and hopefully prevent a flood of enquiries from people that will not qualify for the Wholesale Investor exemption.  We have seen offers include a disclaimer similar to the one below to highlight that the offer is only available to Wholesale Investors:

DISCLAIMER: [These] offers are only open to investors who fall within the exclusions applicable to offers made to “wholesale investors” as set out in Schedule 1, clauses 3 (2)(a)-(c) and 3 (3)(a)-(b)(ii) of the Financial Markets Conducts Act 2013 (FMCA). You can obtain further information on FMCA requirements, and whether you come within the exclusions and their requirements at [our website]


Promotional Conduct

Making it clear that your offer is only open to Wholesale Investors is just the first step.  You also need to ensure that your promotional efforts are not misleading or deceptive (see S19 of the FMCA).  The recent case of Du Val Capital Partners Limited v Financial Markets Authority [2022] NZHC 1529 offers some key takeaways in respect of the S19 fair dealing requirements:

  1. In assessing whether your offer may be misleading or deceptive, your target audience matters. In this regard, your choice of marketing channels is relevant: advertising your Wholesale Investor-restricted offer in social media and other online channels may be a factor in the Financial Markets Authority (“FMA”) determining that your offers were targeted at inexperienced investors.
  2. You cannot assume that because your offer is restricted to Wholesale Investors, your advertising audience will be more experienced and knowledgeable. Wholesale Investors are not all inherently more sophisticated than non-Wholesale Investors.
  3. If your promotional material is misleading, it cannot be saved by subsequently making more detailed materials available to investors.


Final Caution

The FMCA requires that an offeror know its target audience and engages with them openly and honestly.  This includes ensuring that promotional materials are not misleading or deceptive.  If you have any questions on fundraising, please feel free to reach out to us if you would like specific input on your context.  We have helped many companies with their fundraising efforts and each situation is unique.  You can contact Steven Moe, Michael Belay or Yang Su at Parry Field Lawyers.


Introduction to the New Zealand Emissions Trading Scheme

Background and Operation of the New Zealand Emissions Trading Scheme

The New Zealand Emissions Trading Scheme (the “NZ ETS”) was introduced as a tool to combat climate change in Aotearoa New Zealand. It was created under a 2008 amendment to the Climate Change Response Act 2002 (the “Act”) with the purpose to help Aotearoa New Zealand meet its international greenhouse gas emissions obligations under the United Nations Framework Convention, the Kyoto Protocol and the Paris Agreement, and to meet its 2050 targets and emissions budgets.

The NZ ETS achieves its purpose by setting a requirement for businesses to measure their annual greenhouse gas emissions and report it to the Government. The NZ ETS broadly covers all of Aotearoa New Zealand’s emissions and includes the following sectors: forestry, agriculture, waste, synthetic gasses, industrial processes, liquid fossil fuels and stationary energy.

These sectors, excluding agriculture, also pay ‘the price for their emissions’ by having to acquire and then surrendering one New Zealand Unit (“NZUs”) to the Government for each one tonne of CO2 equivalent greenhouse gas they emit. The agriculture sector will be governed by a separate greenhouse gas levy system which will come into effect in 2025. Obligations under the NZ ETS are set high up the supply chain so consumers and smaller businesses are not directly caught by the NZ ETS obligations. Nevertheless, consumers do indirectly pay for emissions as the costs of NZUs are passed down the supply chain.


NZUs can enter the emission trading market in multiple ways. The Government controls two key methods by publicly auctioning NZUs and freely allocating NZUs to certain emissions-intensive and trade-exposed industries. The other main way that NZUs enter the emissions trading market is when participants in the NZ ETS ‘earn’ NZUs from the Government by growing forests and undertaking other activities that remove emissions. All NZUs can then be bought and sold between participants in the NZ ETS through the New Zealand Emissions Trading Register.

Non-Compliance with the NZ ETS

The Environment Protection Authority monitors compliance under the NZ ETS with strict liability offences resulting in fines for low-level non-compliance – please see here for a breakdown of fines. Prosecution is available where there is more serious non-compliance.


If you would like to know more about the statutory requirements for the New Zealand Emissions Trading Scheme, please do feel free to reach out to us.