A Century in the Making: The New Incorporated Societies Legislation

Written by Kevin Osborne & Tayla Westman

The law governing Incorporated Societies contained in the Incorporated Societies Act 1908 has not been reviewed for over a century. It is now time for this Act to rise to the modern occasion and following Royal Assent in April, it is expected that the new Incorporated Societies Act 2022 will be in effect by the end of this year.

The Minister responsible, David Clark, explains that the new legislation is designed “to put in place a modern framework of basic legal, governance, and accountability obligations for incorporated societies and those who run them.”

Some of the essential aspects of the new Act are society membership, minimum provisions in Constitutions and statutory requirements for committees. Incorporated societies will be obligated to maintain a register of members, which will act as a formal nexus of information about the society’s members. Committee members will be held to statutory duties, such as the good faith principle and acting with appropriate care and diligence. Committee conflicts of interest must be disclosed, and these declared conflicts must be recorded in a “register of disclosures”. This plethora of changes work collectively to ensure more practical statutory safeguards in the conduct of societies. It is important that all incorporated societies are aware of these changes and are ready to adapt after over a century of silence on the law in this area.

If you are an incorporated society, the new legislation means it time to review your affairs and ensure you are following the requirements of the new Act. There will be a transitional period during which your society may reregister under the new legislation. For societies registered as a Charitable Trust, you must decide whether you choose to remain registered under the Charities Act 2005, or re-register under the new Act. Choosing not to review the Constitution of your incorporated society could mean you cease to be incorporated. We strongly suggest that societies aim to reregister under the new Act as soon as practicable and aim to develop a new Constitution within twelve months from the start of their endeavours to incorporation under the new scheme.

For more information on how we can help you comply with this fresh new take on the law of incorporated societies, please reach out to us.