Eight tips for incorporating a society

November 30, 2023

New Zealand is home to thousands of community and interest groups that get together for a common purpose. These range from local sports clubs to trade representative bodies and public advocacy groups, and can operate on a local or national level. Formal incorporation allows groups to carry out their objectives and insulates individual members from liability for the group’s obligations.

Incorporating a new society is straightforward but there are stumbling blocks that can catch people out, particularly when you’re in a hurry to get a new group up and running. What’s more, the 2022 rewrite of the Incorporated Societies Act has substantially changed the requirements and obligations of societies.
Here are Franks Ogilvie’s top eight tips for starting a new society:

1. Decide what the society’s purposes are - This should be a bullet point summary of the reasons why your society exists and might include things like promoting sport, hosting tournaments, representing a particular group or raising awareness of a particular cause.

2. Make sure your constitution works for you - The Incorporated Society’s website contains a list of the minimum requirements for a constitution but it should also be drafted in a way that’s easy to give effect to in real life. For example it should provide for the easy appointment of an inaugural committee to get things up and running before the first annual general meeting.

3. Understand your obligations as an officer of your society- Under the new Incorporated Societies Act 2022, societies and their officers have increased responsibilities and duties. To help you understand these new obligations, check out our guide here.

4. Choose your inaugural officers - These will often be the people who form the society. Your society is required to have at least three officers to form your society’s committee. We suggest keeping the number of your founding officers to three, otherwise it’s more difficult to set up things like bank accounts.

5. Design your member register - This can be a simple Excel spreadsheet that lists the name, contact details, and joining date of each member, alongside other information prescribed by the regulations (if any). The law requires all societies to maintain a register of members and this is much easier to do if you start before incorporation.

6. Make sure you have at least 10 members - This seems like an obvious one, but you must have and maintain at least 10 members to be registered as an incorporated society. They must give their written consent to be a member of your society. Remember, a company or other incorporated society can be a member in their own right, and they count for three of the 10.  Make sure a duly authorised representative signs.

7. Get a RealMe account - Anyone can incorporate a society online using their RealMe account. Hopefully, at least one of your officers will already have one. Applying online is much quicker than doing it via post and it means that you can respond to any issues much sooner.

8. Prepare for your first AGM- once registered, your incorporated society must hold an annual general meeting of members. This must be within six month of your ‘balance date’, but need not be in your society’s first calendar year. In effect, this gives you 18 months to hold your first AGM from the date of your incorporation.

For further assistance on incorporation, please contact Director Brigitte Morten

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