Actions required by clubs to comply with the Incorporated Societies Act 2022
By Christo Peters - Sun 12 May 2024 9:06pm


Below is an updated version that was circulated initially in December 2023 Club Newsletter, then again in an email to all Club Presidents and Secretaries in February 2024 when Sport NZ resources became available.

Clubs wishing to be incorporated have until April 2026 to update their constitution and re-register with the Companies Office who oversee the Incorporated Societies Register. In practical terms, this means that most clubs will have to pass a compliant constitution at their 2024 or 2025 AGM.

Orienteering NZ continues to monitor advice being produced, and intends to update its own constitution at the 2025 AGM. ONZ has not currently created a generic constitution template for clubs to adopt. If clubs feel strongly that this is something that they would like ONZ to do, we are happy to look into doing this during 2024.


The majority of ONZ Clubs are registered as incorporated societies and are currently accountable under the Incorporated Societies Act 1908. To continue to be an incorporated society, clubs must re-register their club with an updated constitution that fulfils the requirements of the new Incorporated Societies Act (2022)

The new Act intends to make incorporated societies’ governance functions more robust by aligning director duties more closely with those in the Companies Act. Examples of this include introducing officers’ duties and requirements for dispute resolution processes.   

There is a transition period during which your club will continue to be subject to the 1908 Act until it decides whether it wishes to re-register under the 2022 Act or consider alternatives.

Societies that do not re-register between October 2023 and April 2026 will cease to be incorporated and will be removed from the Register. 

Re-registration will involve filing a constitution that is compliant with the new Act. 

Please note:
There is no need to rush into the re-registration process as you have until April 2026.  Societies continue to operate under the current 1908 Act until they are ready to re-register under the 2022 Act. This timeframe also provides time for societies who may wish to consider broader governance changes as well as alternative options to re-registering such as merging with other societies or alternative legal structures e.g., charitable trust.  Please note that ONZ is not providing guidance on these other possible legal structures.

Key changes

  • Minimum number of members required for an incorporated society is reduced from 15 to 10.
  • Consent of each member of the society will need to be collected, for example, by ticking a box when renewing their annual membership. This easily achieved through the annual member renewal process using your club’s database.
  • Each club must appoint at least one contact person to be contactable by the Incorporated Societies Registrar.
  • Officers have new duties, which include acting in good faith and in the best interests of the society, complying with the 2022 Act and the constitution, and exercising the care and diligence that a reasonable person would exercise in the circumstances. Clubs may choose to use this template to ensure Club Committee Members are aware of these obligations.
  • The majority of officers on the club’s committee must be members of the club and all officers must not be disqualified from being an officer of the club.
  • Dispute resolution processes must be included in the club’s constitution and the processes must be consistent with the rules of natural justice. Schedule Two of the new act provides an optional disputes resolution template that clubs can choose to adopt to update their current constitution.
  • New rules define when an officer has a conflict of interest and a duty to disclose conflicts.
  • Societies can provide insurance and indemnify officers and employees.

What it means for your club

  • All clubs wishing to be/continue to be incorporated societies will need to re-register with the Registrar by April 2026 with a constitution that is compliant. 
  • Clubs intending to do this must review their constitution and make any necessary modifications. Clubs needing few changes may decide to update, while others may see this as a good opportunity to start afresh.


Sport New Zealand Resources

NZ Companies Office (Incorporated Societies) Resources

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