What the Incorporated Societies Act 2022 means for your committee

If you're on the committee of an incorporated society, you've probably heard people muttering about "the new Act" for the past few years. Maybe you've nodded along in meetings without being entirely sure what it actually changes day-to-day. You're not alone — and this article is for you.

Here's the plain-English version of the Incorporated Societies Act 2022, written for the people doing the actual work, not the lawyers writing about it.

A new framework, not a tweak

The Incorporated Societies Act 1908 had been the rulebook for over a century. It was short, vague in places, and in many ways just hadn't kept up with how modern societies actually run. The 2022 Act replaced it entirely — coming into force on 5 October 2023 and becoming the only Act in town from 6 April 2026.

If your society was registered before 5 October 2023, you needed to re-register under the new Act by 5 April 2026. If you missed that deadline, the society was removed from the register on 6 April 2026 — but restoration is still possible until 5 April 2032.

The changes that actually affect your committee

There's a lot in the new Act, but most committees only need to understand the practical changes. Here are the ones that come up over and over.

1. Your constitution probably needs updating

Section 26 of the 2022 Act lays out specific things your constitution must now include — things many older constitutions don't cover. These include:

• Clear procedures for how someone becomes a member, including a requirement that they actually consent
• How members can resign or be removed
• The composition, roles, powers and procedures of your committee
• How general meetings are called, run and decided
• How officers are elected, appointed or removed
• A formal dispute resolution process
• How conflicts of interest are managed
• What happens to surplus assets if the society winds up

The Companies Office has a free Constitution Builder tool that can generate a compliant draft. It's a great starting point, though most societies still benefit from someone reviewing it for their specific situation.

2. Members must actively consent

Under the old Act, a lot of societies treated membership pretty informally — "you've been coming for years, of course you're a member". That doesn't fly anymore. The 2022 Act requires that people actively consent to be members. This means an application form, an email confirmation, or some other clear act on their part.

Practically, this often means cleaning up your member list and asking everyone to formally re-confirm.

3. Officers now have real legal duties

An "officer" is anyone who holds a position with significant influence over the society's management — committee members, but also a CEO or general manager if you have one. Under the 2022 Act, officers have explicit duties, including:

• Acting in good faith and in the best interests of the society
• Exercising care, diligence and skill
• Not allowing the society to operate while insolvent
• Disclosing conflicts of interest
• Complying with the Act and the constitution

Officers also have to be eligible — for example, they can't be undischarged bankrupts or banned from being directors. Each officer must consent in writing to acting and certify they're eligible.

4. Annual returns are now required

This is a big one. Under the old 1908 Act, societies didn't have to file an annual return at all. Under the 2022 Act, every registered society must file an annual return with the Companies Office every year — unless they're registered as a charity with Charities Services (in which case the charity annual return covers it).

The annual return confirms your details are still current and that the society is still operating. If you don't file it, the Registrar can remove your society from the register.

5. Financial reporting got more formal

All societies now have to prepare and file financial statements. The level of detail depends on your size:

• Small societies (under $50,000 in operating payments AND under $50,000 in current assets, both for two years running): can use the minimum requirements set out in the Act
• Tier 4 (under $140,000 in operating payments): Simple Format Reporting — Cash
• Tier 3 (under $2 million in expenses): Simple Format Reporting — Accrual
• Tier 2 and above: full XRB accounting standards

6. The minimum number of members is now 10

It used to be 15 under the old Act. Now it's 10 — and you must maintain at least 10 members at all times. If you drop below 10, you risk being removed from the register.

Why this actually matters

It's tempting to see all of this as more red tape getting in the way of the real work. But the new Act exists for good reasons: protecting members from poorly-run societies, making sure committees know what they're responsible for, and giving everyone a clearer set of rules to operate by.

The committees that adapt well tend to use re-registration as a chance to clean house — refresh their constitution, sort out their member list, get clear on who's actually on the committee, and put proper procedures in place. The ones that struggle tend to leave it all to the last minute.

What to do now

If you're already re-registered: focus on staying compliant. File your annual return on time, keep officer details current, and follow your constitution.

If your society was removed from the register: don't panic. Restoration is available until 5 April 2032 (see our article on missing the deadline).

If you're still unsure where you stand: search the free Incorporated Societies Register or get someone to take a look for you.