INCORPORATED SOCIETIES ACT 2022

The Incorporated Societies Act 2022 is the legislation that governs how incorporated societies operate in Aotearoa New Zealand. It sets out the legal requirements for how societies are formed, run, and governed—ensuring they are transparent, well-managed, and accountable to their members.

​​​​​​​The new Incorporated Societies Act was passed into law on 6 April 2022, which intends to improve governance functions by aligning director duties more closely with those in the Companies Act. This can include things like club constitutions, dispute resoultion and financial reporting. 

This has big implications for football clubs. Many need to be registered incorporated societies to be able to receive grant funding.  

Right now, we're in a transition period where the old rules apply until clubs re-register by filing a constitution that's compliant with the new Act, or consider alternative options.

The deadline for re-registering under the new act is 5 April 2026. Clubs not doing so will cease to be incorporated, and removed from the Register.

Roadmap - Your plan on a page

Download our Incorporated Societies roadmap, your plan on a page for meeting your obligations under the new Act. 

Toolkit- Resources 

Language

You may notice some terms are not familiar, or different to what your club uses. For clarity, the following terms are interchangeable:

IS ACT 2022ClubsFederationNZ Football
ConstitutionConstitutionRulesStatutes
Officers *Committee Members/ Board MembersBoard MembersExcecutive Committee (Exco) Members
SocietyClub(District) FederationNZ Football Regional Associations (when referencing Federation)


​​​​​​​*In the Act, Officers includes members of the committee, and any person occupying a position that allows the person to exercise significant influence over the management or administration of the society (for example, a treasurer or Chief Executive/General Manager).


KEY CHANGES

  • Minimum number of members required for an incorporated society is reduced from 15 to 10. This is not explicitly required in the Constitution however when reregistering, the society will be confirming they have the minimum number of members under the Act.
  • Consent of each member of the society will need to be collected, for example, by ticking a box when renewing their annual membership.
  • Each society must appoint at least one contact person to be contactable by the 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.
  • The majority of officers on the society’s board or committee must be members of the society and all officers must not be disqualified from being an officer.
  • Dispute resolution processes must be included in the society’s constitution and the processes must be consistent with the rules of natural justice.
  • 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.
  • Simplified financial reporting for small societies. All incorporated societies are required to prepare annual financial statements. Under the new Act you may need to change how you prepare them, and some larger societies will also need to have their financial statements audited. The new financial reporting standards will only apply to your society once it registers or reregisters under the new Act (New financial reporting requirements | Incorporated Societies (companiesoffice.govt.nz).
  • Societies that are not registered charities and have annual expenditure over $3,000,000 for the two preceding financial periods are required to be audited.
  • There are minimal financial changes for Incorporated Societies that are also registered Charities as they will continue to prepare financial statements as before under the Charities Act 2005.

​​​​​​​WHAT IT MEANS FOR YOU

  • All incorporated societies will need to re-register with the Registrar by April 2026 with a constitution that is compliant.
  • Societies, this includes NZ Football, Federations, and football clubs, must review their constitution, and make any necessary modifications. Societies needing few changes may decide to update, while others may see this as a good opportunity to start afresh.
  • To maintain incorporated status, your club must re-register on the Incorporated Societies Register under the Incorporated Societies Act 2022 (Inc Soc Act) by April 2026 with a constitution that complies with the Act and the Incorporated Societies Regulations 2023 (Inc Soc Regulations).