The Incorporated Societies Act 2022 (Act), which came into force in April 2022, makes significant changes to the law governing incorporated societies.
Existing incorporated societies now have until 5 April 2026 to re-register under the Act or they will cease to exist as incorporated societies.
Regulations under the Act (Regulations) supplement the Act and add additional detail about how societies operate. In particular, societies should make sure they are aware of and can fulfil the following five requirements:
1. Make applications, filings, notifications and other changes online
A key theme of the Regulations is that societies need to complete any administration online, including applying for incorporation or reregistration, filing annual returns, notifying the Registrar of a new registered office or contact person, and applying to change their name.
In short, any applications, filings, notifications, or other changes must be made online. These may be accepted in another manner if the Registrar considers it would be unreasonable to refuse, but the Regulations are clear that online administration is strongly preferred.
2. Provide certain information upon reregistration
Every existing incorporated society needs to reregister under the Act before 5 April 2026 (in the same way companies were required to do under the Companies Act when it was introduced in 1993).
The Regulations supplement this requirement and specify that the following information needs to be provided by a society when incorporating or reregistering under the Act:
- the physical address of the registered office;
- the society’s balance date;
- the names of the proposed officers; and
- for each person named as an officer, a physical address used by that person.
If you are unsure whether your society’s constitution complies with the Act, our specialist not-for-profit team can help.
3. Ensure the register of members includes past members
The Act requires societies to retain a register of all members. This must be maintained at the registered office and is not filed with the Registrar.
The Regulations add that this register must include both current members and any past members who have ceased to be a member in the last seven years. The register must contain all members’ (and past members’) names and contact details, the date on which each person became a member, and the date on which each person ceased to be a member.
4. Provide all members the right to attend Annual General Meetings (unless the society has more than 1,000 members or is a union)
If a society is a union or has over 1,000 members, its constitution may restrict attendance at the Annual General Meeting (AGM) to delegates or other representatives of members, rather than all members.
If a society is not a union or has less than 1,000 members, the Regulations require that all members be given the right to attend the AGM.
Societies need to ensure that they consider their membership size and that their AGM processes are appropriately compliant.
5. Notify the Registrar or amend their constitution if the majority of the society’s officers are independent
Section 45(3) of the Act provides that the majority of a society’s officers must be made up of members of that society.
However, the Regulations allow societies a transitional period where a majority of their committee are non-members between reregistration and 5 October 2028, provided that they give notice to the Registrar (online) that they will not comply for that period.
It is anticipated that during that five-year period, there will be a review of under what circumstances a society may be allowed to (permanently) have a majority of independent officers.
The New Act
The law changes for incorporated societies are significant and it is important that each society takes care to ensure it complies with all the new requirements.
If your society would like advice about or help with complying with the new Act and Regulations, our team of specialist not-for-profit lawyers will be able to help.
You can read more about the changes introduced by the new Act here on our Information Hub.
We also have more information to help you understand what societies need to do and by when, which you can read here.
Disclaimer: The content of this article is general in nature and not intended as a substitute for specific professional advice on any matter and should not be relied upon for that purpose.
