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Getting started - what you need to do before you can incorporate

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It's not compulsory to incorporate as an incorporated society under the Incorporated Societies Act 1908, but it can be convenient for associations of people who meet for cultural, hobby, leisure-time and sporting purposes, or for trade, professional or ratepayer groups. 

Incorporation means that the association’s property (lease of premises, money, trophies etc) will in future be held by the society instead of by the members for the time being.  The society will enter all contracts and be liable for debts. The members will only have to pay their subscriptions. 

If you're unsure about the value of incorporation for your association, you should take legal advice.

 

Before you reach the point of being ready to file your application to incorporate a new society there are several things you need to do. 

First steps

If you have decided to incorporate as an incorporated society you will need to:

 

Next steps

 


 

Prepare a set of rules 

Assuming you decide to go ahead with incorporation, you will need to prepare a set of rules that will state what your society is to do and how it will operate internally. Section 6 of the Incorporated Societies Act 1908 sets out the minimum requirements for every set of rules. The rules will expand on these and may contain other material, but they need to be clear and comprehensive.

There is a basic form of rules available through this website, but you should also have two or three members review a few sets of rules in use for societies with objects (purposes) similar to yours and others that are quite different. This will give you a good indication of how other societies operate and which rules can be adapted usefully for your society’s rules. Again, seek legal advice if you need assistance.

 

Choose a name 

You will also need to choose a name for your society and that name must be included in the rules. The name you choose cannot be identical or deceptively similar to that of another incorporated society or other body corporate. If you do choose a name that is identical to the name used by another body corporate (for example, a company) it can only be used if the other organisation gives its written consent to the Registrar.

 

Hold a meeting of members

When you have a suitable draft set of rules, you can circulate these for comment among the members of your association. You will then be in a position to call a meeting of the members to:

  • resolve to incorporate, 
  • approve the rules, 
  • decide who will be the first President, Secretary and Treasurer, and
  • choose who will fill the committee positions that the rules provide.

 

Complete and file an application

Assuming the meeting described above has been held, 15 people then or later must sign the application form. If a body corporate is one of the applicants, it will count as three members. An example of a body corporate is a company or another incorporated society. 

With the application, there is a certificate to attach to the rules to confirm that they were approved for registration. The application and certificate are available through this website.

Send your completed application, certificate and rules to the Registrar of Incorporated Societies along with the fee of $102.22.

[Download a PDF form] This link will open in a new window. Download the forms you need to apply for incorporation [PDF 113KB].

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How we process your application

If your application is all in order, your society will then be registered as "Your society name Incorporated". We will mail a copy of the certificate of incorporation to the person who filed the application. 

The effect of incorporation is that the executive committee 1 consisting of the President and others will run the day-to-day administration of the society and make decisions for it.  The members will be entitled to take part in the society’s activities and to vote at future general meetings, but they have no administrative role. 

Note 1 | The executive committee may also be known by other names depending on what term has been used in the society's rules.

 

After incorporation

At its first meeting the executive committee will need to decide on a number of things, such as resolving to open a bank account. They will also need to adopt a common seal for the society. You can obtain a common seal from commercial stationers. It's used when the society signs serious contracts, as evidence of its agreement to honour its commitments.

You should check Inland Revenue’s website for non-profit groups as there could be advantages in applying for an income tax exemption. Some incorporated societies may also be eligible to register under the Charities Act 2005 and if you believe this will be the case with your society, Charities Services' website has further information. 

 

Learn more

On this website:

 

On other websites:

Visit the Inland Revenue website

 

Last updated 29 March 2017