Registering a society

Limits on the registration

Under section 33 of the Statutes Amendment Act 1939 which is to be read in conjunction with the Industrial and Provident Societies Act 1908, an industrial and provident society cannot be registered unless it is shown to the satisfaction of the Registrar that the society is either:

1. A bona fide co-operative society – defined as a society that "carries on, or intends to carry on, business with the object of making profits mainly for the payment of interest, dividends, or bonuses on money invested or deposited with, or lent to, the society or any other person"; or  
2. A society whose business is to be conducted mainly for the purpose of improving the conditions of living or otherwise promoting the social well-being of members of the working classes; or otherwise for the benefit of the community; and there are special reasons why the society should be registered under the Act rather than as a company under the Companies Act 1993. 

Where the Registrar is satisfied that an industrial and provident society is a bona fide co-operative society, the name by which it may be registered may include the word "Co-operative".  If such a society has its registration cancelled or the Registrar notifies it that, in his opinion, it has ceased to be a bona fide co-operative society, it will have to change its name to remove the word "Co-operative".

Some features of industrial and provident societies

The registration of an industrial and provident society transforms it into a body corporate with perpetual succession (that is, indefinite existence) and with the ability to hold property and sue and be sued in its registered name.  This is unaffected by changes over time in its membership.

The members of an industrial and provident are not liable for its debts, contracts or other obligations.

Membership is regulated by registered rules which bind all present and future members and can be amended by resolution that takes effect on registration with the Registrar of Industrial and Provident Societies.  No member has a personal right to any of the assets of an industrial and provident society.

The committee of an industrial and provident society, on its incorporation, will adopt a common seal to evidence its commitment to external dealings.  This is to be applied and its application witnessed as the registered rules provide. It can also lease, buy and sell property, borrow money and enter contracts in its own name, generally under its common seal.

By restricting the degree of participation by any one member to a value fixed by the Act, domination by one member is not possible. This ensures the co-operative nature of industrial and provident societies continues.  That value is presently set at NZ$4,000, though the Minister of the Crown with responsibility for the Act (currently the Minister of Commerce) may authorise a higher value in respect of any particular society by notice in the Gazette (official journal).

Participation is generally evidenced by shares that are issued to members or, if the registered rules provide, may be transferred.

The rules for succession to the interest up to the value of NZ$1,000 of a deceased member aged at least 16 in an industrial and provident society are simplified by not requiring a grant of probate.  A member can nominate a person to succeed to his or her shares, but if this is not done, the committee of the industrial and property society can resolve to transfer the shares to the person entitled by law to receive them.

Registration of an industrial and provident society

There is no form of application prescribed by the Act, however the Registrar has prepared a form that includes the principal requirements.

• Download Form IPS1 - Application to register an industrial and provident society [82 kB PDF]. 

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There is no fee payable for an application.

The application has to be signed by seven members and the secretary and be accompanied by a copy of the rules.

The rules must provide for all the matters summarised below (in colloquial language) – as specified in Schedule 2 to the Act – and comply generally:

1. Object and name of the society and the location of its registered office.
2. Terms of admission of members, including any society or company investing funds under section 10(c) or (d).
3. Mode of holding meetings, and right of voting and of making, altering, and rescinding the registered rules.
4. Appointment and removal of a committee of management, a secretary and managers or other officers, and their respective powers and remuneration.
5. Determination of the amount of interest in the shares of the industrial and provident society that any member other than another registered society may hold.
6. Determination whether the shares or any number of them shall be transferable; and, if so, provision for the form of transfer and registration of the shares, and for the consent of the committee; and, if it is determined that the shares or any of them can be surrendered, provision for paying the balance due on them when a member withdraws from the society.
7. Provision for auditing the accounts.
8. Determination whether and how members may withdraw from the society, and provisions for the claims of executors or administrators of deceased members, or trustees of the property of bankrupt members.
9. How profits are to be applied.
10. Provision for the custody and use of the common seal that must show the registered name.
11. Determination whether and by what authority, and in what manner, any part of the society's funds may be invested.

The Registrar, on being satisfied that the requirements of the Act are met, issues an acknowledgment of registry that is effectively a certificate of incorporation.  This takes the form numbered 1 in the Fourth Schedule to the Act.  This is conclusive evidence that the industrial and provident society has been duly registered.

Important information about society names

The name of the society must not be identical to that of any other society or any company carrying on business in New Zealand or any other body corporate established or registered in New Zealand, or so nearly resemble that name as to be 'calculated to deceive', unless that other entity gives its consent in a form acceptable to the Registrar and provided that registration under that name will not be contrary to the public interest.

Names cannot be reserved in advance of incorporation.  Intending applicants need to check the proposed name carefully against existing names, starting with those on the registers available for search on this website.

The meaning of 'calculated to deceive'

Under the Industrial and Provident Societies Act 1908 the term 'calculated to deceive' is an objective test meaning likely (or reasonably likely) to deceive or mislead the public.