When registering or re-registering an incorporated society under the new Incorporated Societies Act 2022 (2022 Act) one thing to consider is your society’s name.
The 2022 Act has introduced new requirements for the names of societies which add greater restrictions than existed under the old Incorporated Societies Act 1908 (1908 Act).
In particular, the Registrar of Incorporated Societies must refuse to incorporate a society under a particular name if, in the opinion of the Registrar:
- the use of the name would contravene any law (for example, by including words such as “Royal”, “Bank”, or “ANZAC”);
- the name is identical or almost identical to the name of any other society, company carrying on business in New Zealand, or other body corporate established or registered in New Zealand or a name reserved under the Companies Act 1993;
- the name is likely to mislead the society’s members or the public about the nature or identity of the society;
- the name is offensive or contrary to the public interest; or
- the name does not include the word(s) “Incorporated”, “Inc”, or “Manatōpū” as the last word/s of the name.
This is a marked difference to the 1908 Act, which only required that the name of the Incorporated Society include the word “Incorporated” and not be identical or nearly identical to the name of any other society, company carrying on business in New Zealand, or other body corporate established or registered in New Zealand.
What does this mean for existing or new societies?
This new requirement could have implications for existing societies re-registering, not just new societies being incorporated for the first time under the 2022 Act.
The Incorporated Societies page on the Companies Office website has tools that can help you check if a name is available for use for your society.
If you have any questions about the registration or re-registration process or need help drafting a constitution to register or re-register, contact Duncan Cotterill’s not-for-profit and incorporated societies team.
Special thanks to Special Counsel Louisa Joblin and Solicitor Molly Hurley for preparing this article.
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.
