Setting up an Incorporated Society
An overview to help you set-up an incorporated society and register it with the Companies Office.
This page contains or links to the following information:
For an overview of the registration process visit the Socities and Trusts Online website: www.societies.govt.nz/cms/incorporated-societies/starting-an-incorporated-society
An incorporated society is a group, usually of people with a common interest (sports club, social club, cultural group, service or activist group) registered under the Incorporated Societies Act 1908.
Some common characteristics of incorporated societies are:
has a minimum of 15 members
a constitution which outlines how the society will operate
must be established to provide some sort of community benefit rather than simply making a profit
must have a register of current members showing name, address and the date the person became a member
often has a management committee elected by its members
can make profits but must use profits towards group’s aims/purposes
has some protection from personal liability for decision makers
must submit annual accounts to the Companies Office (Ministry of Economic Development) that have been approved by the members
needs to register with the Inland Revenue Department (IRD) for tax exemption (either charitable, non profit, sports promoter –see IR251 for explanation of these exemptions)
may be wound up by the members or by the Registrar of Incorporated Societies
As outlined below in the flowchart, once you have decided to set up an incorporated society you need to:
Develop a set of rules.
The Incorporated Society sample rules and guide
in the Template section of this How-to Guide gives a useful example of a set of rules and what they mean. The Companies Office website (link below) section on Societies and Trusts provides further guidance
Obtain the consent of the members to these rules. Incorporated Societies generally operate most effectively when all involved understand and are comfortable with their roles in the society. Involving members and prospective members in developing the rules can be very worthwhile in helping ensure all are clear about their role and the society's. Ideally sample or draft constitutions can be work-shopped with those interested.
Complete the documentation listed below. These can be printed off and completed by hand.
This flowchart describes the process followed when setting up an incorporated society. A text version of the process for setting up an incorporated society is available.
With your application to set-up an incorporated society you need to supply:
Two original copies of your Society Rules.
Check whether the name is available prior to submitting your application by searching the databases at Societies and Trusts Online (www.societies.govt.nz/cms/banner_template/SOCAGENT
). You secure the name when the incorporation documents have been lodged and accepted by the Registrar.
Two copies of Application for Incorporation form.
Download them from the Societies and Trusts Online website (www.societies.govt.nz/cms/customer-support/forms-and-fees
) and print them off. Once the are signed by the fifteen members (with signatures witnessed by someone who has not signed the application form as a member) attach one to each copy of the society's rules.
- Part of the application is a certificate that must be completed by an officer of or solicitor for the society certifying that the rules have been approved by a majority of the members.
- Registration fee is payable. The fee is $100. Cheques must be made out to the Ministry of Economic Development.
A complete range of information, guides, forms and booklets are available from the Societies and Trusts Online website: