LATEST ADVICE AND GUIDENCE TO CLUBS

The Incorporated Societies Act 2022 was passed on 5 April 2022 and came into force on 5 October 2023. As a result, significant changes around membership, governance, general meetings, dispute resolution, winding up, financial reporting and auditing have been made. Below is a summary of the key changes you should know about.

It's important to familiarise yourself with the new Act and the changes that will come into effect, to ensure you remain compliant. The resources on this webpage will help you become familiar with the requirements of the new Act and what you need to do in order to re-register under the new Act.

The transition period for existing incorporated societies to re-register under the new Act ends on 5 April 2026. All incorporated societies will continue to be subject to the 1908 Act until they re-register under the 2022 Act.

Re-registration will involve, amongst other things, filing a constitution that is compliant with the new Act. Clubs that fail to re-register before 5 April 2026 will cease to be incorporated and will be removed from the Register.

As Rugby in New Zealand operates in a federated structure, advice from Sport New Zealand Ihi Aotearoa is that the NZR’s constitution is updated first, followed by Provincial Unions and Associate Members and then clubs. This cascading approach will help to minimise the duplication of effort and cost.

Status Update: February 2025

As at February 2025, NZR’s members are still to approve changes to the NZR Constitution.

Until such time as the required constitutional changes are made:

• NZR members and clubs must not vote on changing their respective constitution before the changes to the NZR constitution have been approved; and 
• final versions of the template NZR Member and Club constitutions are not able to be published. 

What are the key changes from the 1908 Act to the 2022 Act?

• Minimum number of members required for an incorporated society is reduced from 15 to 10.
• Consent of each member of the Club will need to be collected (to be part of the Club), for example, by ticking a box when renewing their registration will be sufficient.
• Each Club must appoint at least one Contact Person to be contactable by the Registrar.
• Officers have new duties, which include acting in good faith and in the best interests of the Club, complying with the 2022 Act and the constitution, and exercising the care and diligence that a reasonable person would exercise in the circumstances. 
• The majority of officers on the Club’s board or committee must be members of the Club and all officers must not be disqualified from being an officer.
• Dispute resolution processes must be included in the Club’s constitution and the processes must be consistent with the rules of natural justice.
• New rules define when an officer has a conflict of interest and a duty to disclose conflicts.
• Clubs can provide insurance and indemnify officers and employees.
• Simplified financial reporting for small societies and a tiered approach for financial reporting for different sized societies.

Template Constitutions and Guidance

On the 7th of March we provided initial versions of template constitutions for our clubs. These were provided to allow them to commence the process of developing a compliant constitution to enable them to reregister under the new Act despite changes to the NZR Constitution not being finalised.

In additional to the template constitution, NZR is developing a video resource to assist Clubs in completing the template constitution and addressing common issues and questions. This and the final template constitutions will be published shortly following approval of the required changes to NZR’s constitution.

What should NZR’s members and clubs do?

In order to reregister, Provincial Unions, NZR Associate Members and Clubs should work through the following activities, in order, at a minimum:

1.      Review current constitutional arrangements:

a. Have a discussion and make a decision as to whether these are still fit for purpose;

b. if they are not fit for purpose, determination of new arrangements you wish your constitution to reflect (including any consultation with your members you wish to make).

2.      Develop your constitution:

a. Use the appropriate NZR template constitution as a starting point or make changes to your constitution;

b. If making changes to your current constitution then use this Section 26 Checklist and Drafting Guidance to assist you in ensuring your constitution will comply with the requirements of the new Act and the NZR Constitution;

c. Once drafted, you can also use the same checklist as a second check that your new constitution complies with the requirements of the new Act;

3.      Seek member feedback on draft constitution.

4.      Pause progress until changes to the NZR Constitution have been approved by its members.

5.      Revise draft constitution:

a. based on any member feedback received; and

b. to incorporate any necessary changes which have been made to the final NZR template constitutions following approval of changes to the NZR Constitution.

6.      Put the draft constitution to members at your AGM, if scheduling permits, or hold a SGM.

7.      Following approval at your AGM/SGM:

a. reregister your society with the New Zealand Companies Office;

b. if you are a club, confirm whether you Provincial Union or Associate Member requires a copy of your reregistration confirmation and new constitution for their records.

Financial reporting

The new Act also introduces a tiered approach to financial reporting depending on the size of your society.

The New Zealand Companies Office website provides a ready reckoner for what reporting standards a society will need to follow based on its financial information.

As you are working through developing your constitution you should also quickly work through the ready reckoner to understand what reporting standard you must follow before you reregister so you can begin implementing any necessary changes to your system of accounting records in advance of reregistration.

Reregistration process

Guidance on what information you need to provide the New Zealand Companies Office at the time of reregistration can be found on the New Zealand Companies Office website.

What about the integrity code?

The Sport Integrity Commission released the draft Integrity Code for Sport and Recreation for public consultation between September and November 2024. A final Integrity Code was on 14 February 2025 and comes into effect on 14 march 2025.

As the Integrity Code has just been published, NZR has decided to separate the constitutional amendments required for reregistration under the Incorporated Societies Act 2022 and those relating to the potential adoption of the Integrity Code. This will allow the necessary level of consideration of the Integrity Code as well as ensuring all Provincial Unions, Associate Members and their clubs will meet the re-registration requirements under the Incorporated Societies Act 2022 by 5 April 2026.

More information

In the first instance, clubs should reach out to the ORFU for guidance. Where necessary, Provincial Unions or Associate Members can then escalate these to the NZR Legal Team for assistance.

Last updated February 2025. ​​​​​​​