Starting an Incorporated Society
 


Starting an Incorporated Society

Introduction

An application to incorporate a society under the Incorporated Societies Act 1908 (the Act) must include the following documents:

  • An application form (signed by fifteen members, with signatures witnessed by someone who has not signed the application form as a member)

  • A copy of the societyís rules certified by an officer or solicitor of the society

  • The $100 filing fee

Application Form

You will need to enter the following information on the application form:

Name of society

This name must not be the same or nearly the same as another society or company operating in New Zealand. Conduct a free register search online at www.societies.govt.nz to make sure the name is available. The Registrar may also decline names that are in his opinion undesirable.

Please note, the name reservation process on the Companies Office website applies to companies and not to incorporated societies. Your application will be returned to you if the name is unavailable.

Address for the registered office

This must be an actual physical address e.g. "6 High Street, Wellington". It canít be a post office box, private bag or DX address.

Address for communication

This is the address to which the Registrar will usually send communications, for example reminders to file annual financial statements. It can be a postal or a physical address. Where possible, you should also supply an email address (the email address will not be visible on the website).

Other organisational details

A society 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.

Details of the person completing the form

These details enable us to contact the appropriate person if there are any issues with the application. This person will also be sent the certificate of incorporation when the society is registered.

Signatures of 15 members

The form must be signed by fifteen members. Incorporated society members can be individuals or corporate bodies (e.g. other incorporated societies, companies or charitable trusts). For the purpose of making up the 15 members necessary to file the application, a corporate body counts as 3 members and individual members count as 1 member. For example, an application could be signed by:

  • 15 individual members, or

  • 5 corporate body members, or

  • a combination of both.

Individual members must provide their name and address. An officer / director of a corporate body can sign on its behalf or alternatively use the corporate body's common seal (if it has one).

Each signature of an individual must be witnessed, a witness is able to witness more than one signature.

Important Note:  
The application will be rejected if a person signs the form as a member and also as a witness.

Download Form | Application to Incorporate a Society  pdf | file size 63Kb

Rules

Visit our online Information Library for information about drafting a set of rules.

The Act provides some minimum requirements for the rules of a society. These must include:

  • The name of the society which must end in the word Incorporated

  • The objects (purpose) of the society

  • How people become members of the society and stop being members of the society

  • How the society can change its rules

  • How meetings are called and held and how voting will take place

  • How office holders within the society will be appointed

  • How the societyís funds will be controlled and invested

  • The powers (if any) that the society has to borrow money

  • How any property of the society will be distributed in the event of the society is wound-up.

Read | How to draft a set of rules

Rules to be certified

An officer or solicitor of the society must certify that

  • a majority of the members have consented to the application

  • the rules that are endorsed with the application are the rules of the society.

Wording for the certification is included in the application form available in the Information Library.

Common Seal

All societies must adopt a common seal on incorporation. The rules of the society will set out when the common seal should be used and how. Generally it is used on legal documents and contracts that the society enters into.

A common seal is usually a rubber stamp that includes the name of the society and the words "common seal". Contact a commercial stationer for information about ordering a seal.

After a society is incorporated

After incorporation a society will need to file certain documents with the Registrar to maintain its registration. these include:

  • Annual financial statements

  • Alteration to the rules

  • Updating address and organisational details

Visit our online Information Library for more information about running an incorporated society.

Read | Running an Incorporated Society (general info)  

Fee

The application fee of $100 can be paid by cheque made out to the "Ministry of Economic Development".

Address for sending documents

Registrar of Incorporated Societies
Ministry of Economic Development
National Processing Centre
Private Bag 92061
Auckland Mail Centre

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/bulletin/.

Updated 16th January 2006