Setting Up An Incorporated Association

If you’re setting up a not-for-profit organisation, an Incorporated Society may be a suitable structure for your organisation. 

What Are Your Options?

If you’re considering setting up a not-for-profit, charity or social organisation, there are several different structures that may fit your objectives:

• a Charitable Trust;
• an Incorporated Society; or
• a Company (a for-profit company with a social purpose).

This article will discuss the factors to consider when looking to set up an Incorporated Society, and what type of organisations this structure is generally suited to. 

What Is An Incorporated Society?

An Incorporated Society is a legal structure that is relatively simple to set up. It’s also more cost-effective than registering as a company. 

Incorporated Societies are regulated at the national level by the New Zealand Companies Office, so they’re suitable for organisations that operate across the country. This structure is often chosen by smaller, not-for-profit community organisations, such as sporting clubs. 

An Incorporated Society has a separate legal identity, meaning that it can legally enter into contracts, be sued and own property in its own name. 

Key Factors To Consider When Thinking About Setting Up An Incorporated Society

The following factors generally determine whether or not an Incorporated Society is appropriate for your organisation:

• Geographic Operation: Incorporated Societies are regulated by the Societies and Trusts Online, which allows them to operate throughout New Zealand. 
• Limited Liability: Instead of shareholders, the “owners” of an Incorporated Society are called “members”. The members are only liable for the amount they have agreed to contribute to the Incorporated Society (i.e. membership fees), so their personal assets are not at risk in the event that something goes wrong. 
• Members Required: Under New Zealand law, an Incorporated Society must have a minimum of 15 members. 

Incorporated Societies In New Zealand

In New Zealand, the Companies Office is the authority that regulates Incorporated Societies. 

The obligations of Incorporated Societies include reporting and accounting obligations, minimum number of members, governance requirements, and ongoing annual return filing fees that apply. 

Do I Need An NZBN?

If you’re a business or organisation that wants to conduct activities in New Zealand, you’ll need to register for a New Zealand Business Number (NZBN).

NZBNs are unique identifiers for businesses and organisations in New Zealand and are used to streamline interactions with government and other businesses.

If you are a not-for-profit organisation under an Incorporated Society structure, you’d need to register for an NZBN. At Sprintlaw, we offer an NZBN registration package for incorporated societies which includes the following:

• An initial consultation with a Sprintlaw lawyer
• Assistance with registering for an NZBN
• Guidance on your organisation’s Constitution

Need Help? 

We’ve written about the steps needed to set up an Incorporated Society in our article here. 

If you’re not sure whether an Incorporated Society is the right choice for your organisation, you can read a bit more about the various not-for-profit structures in our article here. Feel free to get in touch with us to discuss your options or for help setting up your Incorporated Society! You can reach us on 0800 002 184 or at [email protected].

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