The importance of meeting your obligations as an Incorporated Society
30 May 2019
A recent article published on www.stuff.co.nz has highlighted the importance of ensuring that your club is meeting its filing requirements under the Incorporated Societies Act 1908.
The club it turns out had been struck off the register of incorporated societies for failing to file and has been placed on notice and may face civil proceedings after continuing to operate as normal.
Being struck off the register meant that the club was no longer a legal entity and couldn’t hold a liquor or gaming licence, yet up until recently liquor was still being sold.
It is up to each club to ensure that it is meeting its filing obligations in order to maintain its incorporated society, it is equally as important that your clubs contact information is up to date so that communication from the registrar is received in a timely matter and acted upon.
In the case highlighted on Stuff a spokesperson for the New Zealand Companies Office is quoted as saying, "The registrar sent the society a reminder to file its 2017 statement on March 13, 2018 and this reminder contained a warning that failure to file could result in the registrar dissolving the society, the fact that the 2017 and 2018 financial statements were not filed, and no response to the reminder was received by the registrar, led him to be satisfied that the society was no longer carrying on its operations and dissolution occurred as a result.”
The spokesperson also said it was an offence for the club to continue to “operate under any name or title of which the word 'incorporated' is the last word" in its name.
"Where an incorporated society is dissolved, it ceases to exist at law as a society registered under the [Incorporated Societies Amendment Act 1953]," they said.
"Any person who purports to enter into any commitments on behalf of the former society could be personally legally liable for any such commitments, including debts or contractual obligations that were entered into.
"If the current entity is doing this then the registrar can look at this. These issues would likely be addressed in civil proceedings."
The club has also been advised by the local council that it must stop selling alcohol.
What documents must to file with the Registrar?
A society is required to file a number of documents with the Registrar of Incorporated Societies (the Registrar). Some must be filed every year (for example, the annual financial statement) while other documents are only required to be filed as changes happen (for example, when the society's addresses, officers or rules change).
After the annual general meeting (AGM)
It is usual to file the following updates with the Registrar of Incorporated Societies after each annual general meeting.
Annual financial statements
Every year an incorporated society is required to register a copy of its annual financial statement (accounts). This will usually happen after the annual general meeting (AGM). If a society fails to send a copy of its annual financial statements to the Registrar, he may assume it is no longer operating and may then take steps to remove it from the register. Once an incorporated society is removed from the register it will no longer be a separate legal entity.
Checking your club’s status
The Societies and Trusts website run by the Companies Office allows you to search for any Society Registered in New Zealand.
The website can be a little challenging to navigate at first but there are a few tricks to make it easier, regularly checking your clubs’ details on this site will ensure you are meeting your obligations and retain your incorporated society status.
- To search for a society, go to societies.govt.nz
- On the front page of the website you will see a link “Search for a society”
- If you know your clubs incorporated society number this will make the search a lot easier, however you can use the club name if you do not have your society number handy.
- Typically, if you use one of the word search options you will get a list of results to choose from. Select your club from the results list.
- On your club’s page will be displayed all the relevant information relating to your club and its incorporated status, such as, previous names, address details, officers/trustees as well as a list of documents registered.
So please, make sure your club is up to date with its file obligations. The last thing any of us want to see is a club committee facing civil proceedings for continuing to operate when struck off the register especially when it takes just a few minutes to file your financial statements online each year.