Once you have completed a society re-registering under the Incorporated Societies Act 2022, the ongoing obligations can look complicated and a little daunting. Most of what you need to do is clearly set out on the Incorporated Societies section of the Companies Office website, and this newsletter is designed to summarise those expectations and refer you, where necessary to the online sources freely available for more info – https://is-register.companiesoffice.govt.nz/help-centre/running-your-incorporated-society/
1. Keep proper records (and keep them organised)
The Companies Office guidance on record-keeping for incorporated societies is here:
https://is-register.companiesoffice.govt.nz/help-centre/running-your-incorporated-society/records-you-should-keep/. Every society must keep the following records:
- its constitution and any amendments
- an up-to-date membership register
- minutes of all general meetings and committee meetings
- copies of all resolutions
- details of officers (as defined under the 2022 Act) and their written consents
- written disclosures of conflicts of interest
- accounting records and annual financial statements
- records showing how money has been used
These must be kept for at least seven years.
Not all records are member facing. Members are entitled to access, on request, documents such as the constitution, general meeting minutes, most committee minutes and resolutions (unless restricted by the constitution), the parts of the membership register that relate to them personally, and the annual financial statements. Internal working documents, officer consents, conflict registers, draft materials, and internal accounting records do not need to be shared.
The practical position for committees is straightforward – keep everything in an organised way, but know which documents must be provided if asked. A simple digital filing structure and a clear allocation of responsibility within the committee makes this manageable over time.
2. Maintain your membership register
Maintaining the membership register is an ongoing obligation and not something that ends once the society re-registers. The register must record each member’s name, contact details, the date they became a member, and if applicable, the date they ceased being a member. It must be kept secure, updated promptly, and made available to members on request, subject to privacy limits.
In practice, many societies manage this well by appointing a single committee member or administrator to hold responsibility for the register, rather than having it maintained informally by multiple people.
3. Run meetings in line with the Act and your constitution
The Companies Office provides clear guidance on meeting requirements here:
https://is-register.companiesoffice.govt.nz/help-centre/running-your-incorporated-society/holding-meetings/. In summary, your society must:
- give proper notice of meetings
- follow quorum rules
- allow remote attendance if your constitution permits it
- record accurate minutes
- pass resolutions in line with your constitution\
- store minutes and resolutions for at least seven years
This applies to both AGMs and committee meetings. The key is consistency and clear documentation.
4. Manage conflicts of interest properly (officers)
Conflict of interest management is one of the most significant operational changes introduced by the 2022 Act. Officers, meaning committee members or others in equivalent governance roles, must disclose conflicts of interest in writing. Those disclosures must be recorded in a conflict register, noted in relevant meeting minutes, and managed appropriately, which may include stepping back from decision-making.
While this can feel formal at first, many committees find it becomes routine when built into standing agenda items and standard meeting processes.
5. Understand the restrictions on money-making activities
Incorporated societies are permitted to earn income, but only within defined boundaries. In summary:
- income earning activities must support the society’s purposes
- any surplus must be reinvested into the society
- money cannot be distributed to members
- payments to members for services must be reasonable and properly authorised
The Companies Office guidance on money-making activities is here:
https://is-register.companiesoffice.govt.nz/help-centre/running-your-incorporated-society/restrictions-on-money-making-activities/
6. Keep your governance practices aligned with the Act
Once registered, the committee must operate in line with the governance duties set out in the 2022 Act, including ensuring officers are eligible, providing written consents, maintaining accurate records, and acting in the best interests of the society.
Final thoughts on Society Re-registering
Most of the ongoing requirements for societies come down to having clear processes for record-keeping, meetings, governance, and financial decisions. The Companies Office material is comprehensive, but it can feel overwhelming when you’re new to it. The aim of this summary is to simplify those expectations and point you directly to the Incorporated Societies guidance pages that matter most.
If your committee would like a custom compliance checklist or templates for registers, meetings, or governance processes, YLC can put these together in a format that suits your organisation.
