The Incorporated Societies Act 2022 (“New Act”) is the first legislative re-vamp of the law relating to incorporated societies since 1908 (“Old Act”). The New Act is relevant to all incorporated societies, such as sports clubs, cultural groups, and other special interest organisations.

The New Act came into force on 5 October 2023 but allowed existing societies a ‘grace period’ in which to comply. An existing society will need to re-register under the New Act by 5 April 2026. Failing to do so will result in the society ceasing to exist as an incorporated society.

A notable change under the New Act is the requirement for all incorporated societies to have a constitution. While many societies may have had a constitution under the Old Act, having a constitution is now compulsory.

Even if a society had a constitution under the Old Act, it is important to ensure the constitution is modernised insofar as is necessary to ensure compliance with the New Act before re-registration.

Under the New Act, a constitution must be registered with the Incorporated Societies Register and must include:

• Procedures for resolving disputes that are consistent with the principles of natural justice;

• The method for amending the constitution;

• How the society will manage its finances, including maintaining formal accounting records;

• The requirement for obtaining a person’s consent to become a member of the society.

Besides the constitutional requirements, the New Act also outlines duties for officers of incorporated societies, similar to those of company directors under the Companies Act 1993.

Officer duties under the New Act include:

• Acting in good faith and in the best interests of the society;

• Exercising powers for a proper purpose;

• Complying with the New Act and the society’s constitution.

Further changes brought about under the New Act are:

• The requirement for a society to have a designated contact person;
• The requirement for a society to hold an annual general meeting six months following the balance date of the society;
• The requirement for a society to maintain a register of members with sufficient identifying information;
• The requirement for a society to file annual returns;
• The requirement for committee members to disclose potential conflicts of interest when a matter is before the committee for consideration.

As we approach 2026, it is crucial to ensure your constitution complies with the New Act and that your society is ready to re-register before 5 April 2026.

For more information about the changes under the New Act and assistance with re-registration by 5 April 2026, contact Angus Mossman, Solicitor (03 343 8582 /[email protected]) or any member of the team at Mortlock McCormack Law.