As discussed in our last article (which you can find here), all incorporated societies will need to reregister under the Incorporated Societies Act 2022 (the “new Act”). Companies Office guidance suggests existing incorporated societies will be able to reregister under the new Act between October 2023 and April 2026. Follow the series here.
Part 2. Reregistration: an overview of updating a society’s constitution for the new Act
An application for reregistration must include or be accompanied by the information set out in clause 5 of schedule 1 of the new Act. The regulations will give more information around what societies need to provide to reregister under the new Act, with the regulations likely becoming available in September 2023 according to Companies Office guidance.
One of the clause 5 of schedule 1 requirements is that a society must include a copy of their proposed constitution when reregistering under the new Act. Under clause 8 of schedule 1 of the new Act, the proposed constitution may be the existing rules of a society or a new constitution. Clauses 9 and 10 of schedule 1 of the new Act include a procedure for allowing a society to amend its constitution or adopt a new constitution in order to facilitate reregistration under the new Act. Either way, a society’s constitution will need to be amended to comply with the new Act.
Section 26 of the new Act sets out what a society’s constitution must contain. This section includes requirements for name, purposes, membership, governance, general meetings, amendment procedures, dispute resolution procedures and winding up clauses. We will go into membership and governance in the rest of this series. Although not discussed in section 26, it will be important for a society to consider whether they want to modify or limit the conflict of interests procedures under section 67 of the new Act when a updating its constitution for the new Act.
We will discuss the requirements for a society’s constitution under the new Act in more detail during the upcoming Legalwise programme Incorporated Societies: Requirements Post the New Act. Nearly all incorporated societies will need to update their constitution for the new Act. This is because the requirements for the contents of a society’s constitution under the new Act are more rigorous, including requirements such as the appointment of a contact person and disputes resolution clauses. However, most societies will not need to have a massive overhaul of their constitution – there may simply be additional clauses they need to add to comply.
We view the opportunity for societies to reflect on their rules for the new Act as a good thing. The requirements for a society’s constitution in the new Act reflect good governance and include procedures for when things go wrong. The new Act gives societies an opportunity to consider whether their current constitution reflects how they operate in practice and to include the good governance procedures required by the new Act.
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Steven is a partner at Parry Field Lawyers based in their commercial team and actively supporting clients across the country. He has 20 years’ experience practising in New Zealand, England, Australia and Japan and often helps start-ups, investors, tech companies, charities and purpose driven businesses. He has a focus on empowering impact and often helps clients get their legal structures right.
He published the book: “Social Enterprises in New Zealand: A Legal Handbook” and another called “Laying Foundations for Reimagining Business”. To educate and grow the impact ecosystem he hosts a weekly podcast “Seeds” www.theseeds.nz interviewing inspiring people with more than 310 interviews and more than 155,000 listens. He is also the host of Board Matters, a governance focussed podcast released by the Institute of Directors of New Zealand.
Steven is an Edmund Hillary Fellow and frequent writer for publications like Stuff and Spinoff. He grew up in Christchurch and graduated from Canterbury University. He currently holds a practising certificate for New Zealand but is also qualified in England & Wales and New South Wales. After 3 years working at a national law firm in Wellington, Steven spent 11 years overseas working for international law firm Norton Rose Fulbright in Tokyo (4 years), London (3 years) and Sydney (4 years) before returning to New Zealand at the start of 2016. He brings a unique perspective and proactive approach to issues faced by clients. He works with both New Zealand and international companies with a strong focus on those investing here.
Steven is currently on a few boards and has some other involvements, such as:
- Member of Charities Services Sector Group;
- Chair of Community Finance (recently raised $95 million for social housing);
- Member of XRB Advisory Panel;
- APAC Regional Chair for Global Alliance of Impact Lawyers;
- Facilitator for IOD legal portion of Company Director Course;
- Trustee of Whanau Whenua Whare Trust
Connect with Steven via email or LinkedIn 
Sophie works in our purpose driven team assisting many charities, for purpose organisations and companies. She works with Steven Moe on impact driven clients and enjoys doing meaningful work that helps clients such as assisting to review rules for Incorporated Societies, considering structure options or setting up charitable trusts. Sophie joined Parry Field Lawyers having graduated from the University of Canterbury with an LLB with first class Honours and BA with a double major in French and European & European Union Studies. Connect with Sophie via LinkedIn
