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: July 2025
At the NZR AGM on 8 May 2025, NZR’s members approved changes to the NZR Constitution to enable it to re-register under the 2022 Act. NZR was reregistered on 26 May 2025.
Now that NZR has re-registered under the 2022 Act, NZR members and clubs can commence the process to make changes to and vote on changing their respective constitutions. NZR members should lead this process so that any necessary requirements of their constitution are reflected in their member’s constitutions.
The template club constitution can be downloaded from the download section below. This is the template constitution that Clubs must use if they wish to take advantage fixed price legal support by Simpson Grierson (see below).
There have been some changes between the current version (below) and the version first provided in December 2024. These changes are explained in the explainer document, see the download section below, and reflect:
(i). a default position being taken on a number of matters that were flagged as “optional” in the previous template;
(ii). a resequencing of provisions to support these default positions and cross-referencing; and
(iii). the inclusion of transitional provisions to assist a Club move from its current constitution to its new one required for re-registration.
With the template constitution now final and published, NZR are developing number of additional resources to assist clubs once they have re-registered. These will include a template conflict of interest policy and interest register, membership bylaw, officer consent form and privacy policy.
Fixed Price Support for Clubs through Simpson Grierson
NZR has partnered with Simpson Grierson to provide clubs with access to a fixed fee structured support package to assist them through the re-registration process before the April 2026 re-registration deadline.
The fixed scope of support will cover: an initial meeting/call (of up to an hour), reviewing and advising on the club’s draft constitution and providing AGM/SGM advice and re-registration assistance.
Detailed information regarding what the fixed scope of support includes, the pricing model, conditions for using the package and how the sign-up process will work can be obtained from your Provincial Union community rugby manager.
One key condition for accessing the support package and its fixed fee is on the basis that the club’s draft constitution is based on the NZR template club constitution.
Club’s can sign up to the Simpson Grierson fixed scope support offer at https://forms.office.com/r/F8k67jjc3X. Clubs should sign up for the fixed scope support by 15 August 2025 to take advantage of early bird pricing. A checklist, available in the download section, is available to help clubs gather all the necessary information to help them complete the sign up process in one go.
In order to reregister, 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. Engage Simpson Grierson
3. Develop your constitution:
a. Use the NZR template club constitution as a starting point and ensure any specific requirements, such as transitional provisions, are included;
b. 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;
4. Seek member feedback on draft constitution.
5. Pause progress until changes to your Provincial Union’s constitution has been approved.
6. Revise draft constitution:
a. based on any member feedback received; and
b. to incorporate any necessary changes which have been made to your Provincial Union’s constitution.
7. Put the draft constitution to members at your AGM, if scheduling permits, or hold a SGM.
8. Following approval at your AGM/SGM:
a. reregister your society with the New Zealand Companies Office;
b. if you are a Provincial Union or Associate Member, provide confirmation of reregistration and a copy of your new constitution to NZR; and
c. 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.
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.
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.
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.
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.
In the first instance, clubs should reach out to their respective Provincial Union or Associate Member for guidance. Where necessary, Provincial Unions or Associate Members can then escalate these to the NZR Legal Team for assistance.