The Incorporated Societies Act 2022 (“the Act”) along with the Incorporated Societies Regulations 2023 (“Regulations”) make several key amendments to the Incorporated Societies Act 1908 (“1908 Act”). The purpose of these changes is to improve and modernise the regulatory framework for incorporated societies by promoting transparency and accountability within these organisations.
Who is impacted by the changes?
The new Act impacts all existing societies that were incorporated under the 1908 Act, as well any society seeking incorporation from 5 October 2023.
Key dates
- The Act came into force on 6 April 2022
- Existing societies must re-register in accordance with the provisions of the Act/ Regulations before 5 April 2026. If a society fails to re-register by this date then it may cease to exist and members could be held personally liable for the obligations of the ceased society. Until a society is re-registered, it will be bound by the 1908 Act’s requirements. Re-registration will potentially require amendment of the society’s constitution to ensure compliance with the Act.
- There is a transitional period which gives existing societies until 5 October 2028 to comply with certain provisions of the Act, including the requirement for the majority of committee members to be made up of members.
What are the key changes?
Reporting Obligations: The new Act has introduced annual financial reporting requirements. Every incorporated society is under an obligation to prepare and file financial statements each year with the Registrar of Incorporated Societies.
Governance: The Act includes updated standards of governance, outlining the roles and responsibilities of key persons associated with incorporated societies. These include:
- Members: every society must have at least 10 members – if a member is a corporate body, such entity would constitute three members. Every member must consent to their appointment in writing;
- Officers: every officer of a society must be a natural person who has consented to the appointment in writing. Officers owe specific duties to the society, including a duty of good faith and to act in the best interests of the society; and
- Committee: every society must have a committee of three or more officers.
Constitution: Every society must have a constitution that complies with the requirements of the Act. Some of the requirements include detailing:
- the purpose of the society;
- the functions and powers of the committee;
- a dispute resolution process;
- how a person ceases to be a member; and
- the dissolution process, including nominating a not-for-profit entity to receive any surplus assets of the society following the repayment of all debts and liabilities.
Digitisation: Electronic communication has been specifically recognised under the new Act, allowing meetings to now take place remotely.
Registration and Dissolution Process: The process for both registering and winding up societies has been streamlined, simplifying the way in which societies can be incorporated and dissolved.
Contact Person: there must be at least one person’s contact details associated with each incorporated society kept with the Registrar.
What can be done to ensure compliance with the new Act?
It is important to pay attention to these changes and take all necessary steps to maintain compliance. This could include:
- Re-registration under the new Act;
- Reviewing and/or amending your society’s constitution to make sure it aligns with the updated Act;
- Ensuring that financial statements are prepared and filed annually with the Registrar of Incorporated Societies.Ensuring that your officers and members are aware of their duties under the new Act (specifically sections 54-59); and
- Ensuring that your society’s officers meet the appointment criteria under section 47 of the Act, e.g., checking that they haven’t been convicted of a qualifying offence within the last 7 years.
Please contact one of our experienced team members if you need assistance in navigating these changes, including:
- The registration process;
- Reviewing your constitution to ensure that your society does not fall foul of the new rules; and/or
- Reviewing your structure to ensure that an incorporated society is still the most effective entity for your organisation’s needs.