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Running an incorporated society (document filing requirements)

Introduction

After incorporation a society has an ongoing obligation under the Incorporated Societies Act 1908 (the Act) to continue to file certain information with the Registrar.

An incorporated society must file the following documents:

• Annual financial statements

• Changes to the rules of the society (which include changing a society’s name)

• Changes to the society’s contact details, including changes to the registered office, the society’s contact address or the name or address of any contact person.

Annual Financial Statements

At the end of the society's financial year, the treasurer will need to prepare a financial statement (the society’s accounts). These need to be presented to the society’s members for approval at a general meeting. This would normally be an annual general meeting.

Download a cover sheet to include when you file your financial statements that includes certification of those financial statements [53 kB PDF].

From 1 June 2008 financial statements that are not accompanied by certification will be rejected under Section 23 (2) of the Incorporated Societies Act 1908.

The financial statement must contain the following information:

• The income and expenditure of the society for the financial year

• A list of the society’s assets and liabilities at the end of the financial year

• A list of all mortgages, charges, and securities of any description affecting any of the property of the society at the end of the financial year

• The society's full name

• Specify the financial year that the accounts have been prepared for.

A society only has to have its financial statement audited if this is required by the rules.

Read:
Running an Incorporated Society (filing financial statements)
Sample Financial Statement (Incorporated Societies)

Annual financial statements can be filed online at www.societies.govt.nz using the registry key. Visit our online Information Library to view a form that can be used to file a paper copy of the financial statements.

There is no fee for filing the annual financial statement.

Read
Fact Sheet - Filing a Financial Statement
Download Form | Financial Statement Cover Sheet [52 kB PDF]

How do I change the rules of a society?

Any rule changes must:

• Be made in accordance with the rules of the society. For example, the rules may say that alterations to the rules can be made at a general meeting and have the agreement of a certain number of members

• Comply with the Act. For example, it is not possible to make a rule that the society will not have a common seal as this is a requirement of the Act.

Once members of the society have approved the rule changes, it must be sent to the Registrar for registration. The following documents must be sent to the Registrar:

• A copy of the rule change (this can either be a complete copy of the updated rules, or a copy of the individual rule(s) that were changed). This document must be signed by three members of the society, and

• The rules must be certified by an officer or solicitor of the society.

There is no fee for filing a rule change.

Download Form | Incorporated Society Change of Rules Certification [65 kB PDF]

How do I change the name of a society?

The name of a society is established by its rules. Accordingly, the process to change the name is the same as the process to change other rules of the society, as set out above.

When choosing a new name, it cannot be the same as or nearly the same as that of another registered incorporated society, company or charitable trust. We recommend that you conduct a free Register Search at www.societies.govt.nz to determine if the name you intend using is likely to be available. You should also conduct a free name search at www.companies.govt.nz to ensure the name is not being used by a company. The Registrar may also refuse to accept the name change if it is offensive or otherwise contrary to public policy.

Once the rule change with the new name has been registered, a new certificate of incorporation stating the new name will be sent to the incorporated society.

There is no fee for filing a change of name.

How do I change the society's address and organisational details?

The Registrar must be advised of any change to the registered office address for society.

To enable the Registrar to easily contact a society, it is important that you advise us of changes to the society’s contact address or contact person.

A society also has the option to provide additional information including the address for premises (for example the location of the clubrooms), website address, a description of the society's purpose and the name and contact details of officers. While it is not mandatory to supply this information, it can be a useful way of promoting your society and providing alternative contact details that will be helpful to both the Registrar and the public.
 

Update address and other organisational details online at www.societies.govt.nz using the registry key. See below for more information about registry keys. Alternatively use the Change of Contact Details form to notify changes to this information. There is no fee for filing a change to contact details either online or in paper form.

Download Form | Change of Contact Details [49 kB PDF]

Registry Keys

The Companies Office has allocated a seven-character password, called a 'Registry Key', to every incorporated society. Officers of the society will need this registry key to use online services with the Companies Office, including:

• Updating address and other organisational details

• Filing annual financial statements.

The registry key is not required when filing paper documents with the Companies Office, it is only needed to authenticate documents filed online.

It is important that the registry key for your society is kept secure by:

• Only disclosing the registry key to officers of the society (for example: the president, treasurer & secretary) - Do not disclose it to all the society's members.

• Changing the registry key regularly, especially when officers of the society change

• Storing the registry key in a safe place for future reference

• Ensuring the registry key cannot be easily guessed or identified as relating to the society or it's officers.

The registry key can be changed online at anytime to keep it secure.

Misplaced Registry Keys

NOTES:
Only the President or an Authorised Person may request the registry key. Authorised Person in this context means any person specifically authorised by the Officers / Trustees of the society or charitable trust) to make an application for the registry key.

If you have you lost or forgotten your registry key, use our secure automated online service to retrieve it. For full details of using this automated retrieval service refer to our Fact Sheet on Registry Keys in the Information Library.

Read Fact Sheet - Registry Keys

Send documents to

Registrar of Incorporated Societies
Ministry of Economic Development
Private Bag 92061
Victoria Street West
AUCKLAND 1142

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Find out more about incorporated societies

In our Information Library we have gathered together a range of resources to help you use our societies services. You will find answers to common questions, forms and fact sheets that step you through our online services.

Use our Contact Us service to look through these resources and we hope that your question will be answered there. If not, you will be given the opportunity to email us direct.

Alternatively, call us during business hours (8.30am-5pm weekdays) on Freephone 0508 SOCIETIES 0508 762 438 (Overseas callers call +64 3 962 2602).

Keep up to date with news and developments for the Companies Office and other business units and subscribe to the Business Update, our regular online newsletter. Sign up on line to receive your copy of the Business Update at http://news.business.govt.nz/.

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Updated 23 September 2008