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Incorporated Societies Act 2022

Schedule 3: Conversion of entity into incorporated society

You could also call this:

"Changing Your Organisation to an Incorporated Society"

Illustration for Incorporated Societies Act 2022

You can change a type of organisation into an incorporated society. This schedule tells you how to do it. It applies to organisations formed under certain laws. You can decide to change your organisation into an incorporated society. To do this, you must follow the rules of your organisation or get approval from the Registrar. Then you can apply to be reregistered as an incorporated society. The Registrar will check your application and may refuse it if you do not meet the requirements. If your application is approved, the Registrar will give you a certificate of incorporation. This means your organisation is now an incorporated society and the old laws do not apply to it anymore. When you reregister, your organisation keeps its identity and property. You can still do things you were doing before, like being part of a court case. Reregistering does not create a new organisation or affect its rights and obligations. It also does not affect any court cases you are involved in.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=LMS324056.

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3Conversion of entity into incorporated society Empowered by s 257

1When schedule applies

  1. This schedule applies to a body corporate or other association (a specified entity) that is formed or incorporated by or under an Act or a Provincial Ordinance that is specified by the regulations (the entity’s legislation).

Notes
  • Schedule 3 clause 1: amended, on , by section 72(1)(a) of the Statutes Amendment Act 2025 (2025 No 74).
  • Schedule 3 clause 1: amended, on , by section 72(1)(b) of the Statutes Amendment Act 2025 (2025 No 74).

2Specified entity may decide to be reregistered as incorporated society

  1. This clause sets out how a specified entity may decide to apply to be reregistered as an incorporated society under this Act.

  2. If the rules of the entity specify a manner in which the entity may amend those rules, the decision to apply to be reregistered must be made—

  3. in the same manner (with the rules specifying the manner to apply with all necessary modifications); or
    1. in an alternative manner approved by the Registrar.

      1. The Registrar may approve an alternative manner if the Registrar is satisfied that it is not reasonably practicable for the decision to be made under subclause (2)(a).

      2. If subclause (2) does not apply, the decision to apply to be reregistered must be made by a resolution approved by a majority of 75% or more of the votes of the members of the entity.

      3Application for reregistration

      1. An application for reregistration under this schedule must—

      2. contain evidence that the preconditions prescribed under section 254(1)(v) (if any) have been met; and
        1. contain, or be accompanied by, the information prescribed by the regulations; and
          1. include the proposed name of the society; and
            1. contain the name and contact details of at least 1 contact person; and
              1. be accompanied by a copy of the society’s proposed constitution; and
                1. be accompanied by the fee prescribed by the regulations; and
                  1. otherwise be made in the manner prescribed by the regulations.

                    4Reregistration of specified entity as incorporated society

                    1. The Registrar must, as soon as practicable after receiving a properly completed application for reregistration of a specified entity as a society,—

                    2. enter the society’s name in the register (together with any other information relating to the society that the Registrar thinks appropriate); and
                      1. issue a certificate of incorporation (which must specify the date of reregistration); and
                        1. register the society’s constitution.

                          1. However, the Registrar—

                          2. must refuse to reregister the specified entity as a society if the Registrar—
                            1. is satisfied that 1 or more of the preconditions specified under section 254(1)(v) have not been met; or
                              1. has reason to believe that the specified entity is likely to contravene any term or condition prescribed under section 254(1)(w); and
                              2. may refuse to reregister the specified entity as a society on any of the grounds referred to in sections 8 and 11 to 13 (and, for that purpose, those sections and sections 10 and 14 apply with all necessary modifications as if the application for reregistration were an application for incorporation).

                                1. A certificate of incorporation of society issued under this clause is conclusive evidence that—

                                2. all the requirements of this schedule about applying for reregistration have been complied with; and
                                  1. on and from the date of reregistration stated in the certificate, the specified entity is reregistered as a society and incorporated under this Act.

                                    5Entity’s legislation ceases to apply on reregistration

                                    1. The entity’s legislation ceases to apply to the specified entity on its reregistration as a society under this Act.

                                    Notes
                                    • Schedule 3 clause 5 heading: amended, on , by section 72(2) of the Statutes Amendment Act 2025 (2025 No 74).
                                    • Schedule 3 clause 5: amended, on , by section 72(3) of the Statutes Amendment Act 2025 (2025 No 74).

                                    6Consequences of reregistering specified entity under this Act

                                    1. A specified entity that is reregistered as a society under this Act continues as the same legal entity.

                                    2. In particular, the reregistration of the specified entity does not—

                                    3. create a new legal entity; or
                                      1. prejudice or affect the identity of the body corporate or association constituted by the specified entity or its continuity as a legal entity; or
                                        1. affect the property, rights, or obligations of the specified entity; or
                                          1. affect proceedings by or against the specified entity.

                                            1. Subclause (2)(c) is subject to the rights or obligations conferred or imposed on the society by or under this Act or its constitution.

                                            2. Proceedings that could have been commenced or continued by or against the specified entity before it reregisters as a society under this Act may be commenced or continued by or against the society after it is reregistered.

                                            3. Neither the reregistration of the specified entity nor anything in or effected by, or done under, this schedule—

                                            4. places any person in breach of, or otherwise in default under, any legislation, an instrument, a confidence, a trust, or any other rule of law or equity, or makes any person liable for a civil wrong; or
                                              1. entitles any person—
                                                1. to require the payment or performance of a liability or an obligation that does not otherwise arise for payment or performance; or
                                                  1. to exercise a right that does not otherwise become exercisable; or
                                                    1. to deny a liability or an obligation that the person is not otherwise entitled to deny; or
                                                    2. invalidates or discharges an instrument or any provision of an instrument; or
                                                      1. releases a surety from a liability or an obligation.

                                                        1. In this clause, instrument includes any contract, deed, or other document.