all societies, corporations, offices, appointments, rules, regulations, registers, records, orders, scales, instruments, and generally all acts of authority which originated under any of the said enactments or any enactment thereby repealed, and are subsisting or in force on the coming into operation of this Act, shall enure for the purposes of this Act as fully and effectually as if they had originated under the corresponding provisions of this Act, and accordingly shall, where necessary, be deemed to have so originated:

provided that every such society and corporation respectively shall be deemed to be the same society and corporation respectively under this Act without change of corporate entity or otherwise:

all matters and proceedings commenced under any such enactment, and pending or in progress on the coming into operation of this Act, may be continued, completed, and enforced under this Act.

that records or stores information electronically or by other means; and

that permits the information so recorded or stored to be readily inspected or reproduced in usable form.

no society can be registered under this Act which does not consist of 7 persons at least:

for the purpose of registry, an application to register the society, signed by 7 members and the secretary, and a written or printed copy of the rules, shall be sent to the Registrar:

no society shall be registered under a name which is identical with that of any other society registered under this Act, or of a company carrying on business in New Zealand (whether registered in New Zealand or not), or of any other body corporate established or registered in New Zealand under any Act, or so nearly resembles that name as to be calculated to deceive, except where that other society or company or body corporate, as the case may be, signifies its consent in such manner as the Registrar requires, and the Registrar is satisfied that registration of the society by the proposed name will not be contrary to the public interest:

except with the consent of the High Court, no society shall be registered by a name which, in the opinion of the Registrar, is undesirable:

the words “Society Limited” shall be the last words in the name of every society registered under this Act:

the Registrar, on being satisfied that the requirements of this Act have been complied with, shall issue to the society an acknowledgment of registry in the form numbered (1) in Schedule 4:

if the refusal of registry is overruled on appeal, an acknowledgment of registry shall thereupon be given to the society by the Registrar:

the acknowledgment of registry shall be conclusive evidence that the society therein mentioned is duly registered, unless it is proved that the registry of the society has been suspended or cancelled.

through inadvertence or otherwise, a society at its first registration, or on its registration by a new name, is registered by a name which is in contravention of paragraph (c) or paragraph (ca) of section 5, or of any enactment, other than this Act, relating to restrictions on the use of any name; or

a society is for the time being registered by a name which, in the opinion of the Registrar, is undesirable,—

the Registrar may cancel the registry of a society by writing under his hand—

the Registrar in any case in which he might cancel the registry of a society may suspend the same by writing under his hand for any term not exceeding 3 months, and may renew such suspension from time to time for the like period:

not less than 2 months’ previous notice in writing, specifying briefly the ground of any proposed cancelling or suspension of registry, shall be given by the Registrar to a society before the registry of the same can be cancelled (except at its request) or suspended; and notice of every cancelling or suspension shall be published in the Gazette and on an internet site maintained by or on behalf of the Registrar, as soon as practicable after the same takes place:

a society may appeal from the cancelling of its registry, or (when the same has been suspended for 2 consecutive periods not exceeding 6 months in the whole) against any renewal of suspension, in manner herein provided for appeals from the Registrar’s refusal to register:

a society whose registry has been suspended or cancelled shall, from the time of such suspension or cancelling (but, if suspended, only while such suspension lasts, and subject also to the right of appeal hereby given), absolutely cease to enjoy as such the privileges of a registered society, but without prejudice to any liability actually incurred by such society, which may be enforced against the society as if such suspension or cancelling had not taken place.

the rules of every society sent for registry shall contain provisions in respect of the several matters mentioned in Schedule 2:

no amendment of a rule made by a registered society shall be valid until the same has been registered under this Act, for which purpose a copy of the rules (as amended), signed by 3 members and the secretary, shall be sent to the Registrar:

if the Registrar is satisfied that amendment of the rule does not contravene this Act, the Registrar must register the amendment:

the provisions herein contained as to appeals from a refusal of registry shall apply to amendments of rules:

if any person, with intent to mislead or defraud, gives to any other person a copy of any rules, or other documents, other than rules for the time being registered under this Act, on the pretence that the same are existing rules of a registered society, or that there are no other rules of such society, or gives to any person a copy of any rules on the pretence that such rules are the rules of a registered society when the society is not registered, the person so offending commits an offence, and is liable on conviction to a fine not exceeding $100, or to imprisonment for any term not exceeding 2 years.

to reflect any changes in the information that relates to a society; or

to change or correct the register if the Registrar is satisfied that any information—

to comply with any court order.

a society has provided information about the society to the Registrar in addition to the information the society is required to provide under this Act or regulations made under it (regardless of whether the information was provided before or after the commencement of this section or is accessible by the public on the register); and

that information is updated in the New Zealand Business Number Register.

every society shall—

it shall be an offence against this Act if any registered society—

every offence by a society against this Act shall be deemed to have been also committed by every officer of the society bound by the rules thereof to fulfil the duty whereof such offence is a breach, or if there is no such officer, then by every member of the committee of the society, unless such member is proved to have been ignorant of or to have attempted to prevent the commission of such offence; and every act or default under this Act constituting an offence, if continued, shall constitute a new offence in every week during which the same continues:

every return and other document required for the purposes of this Act shall be made in such form and shall contain such particulars as the Registrar prescribes:

all documents required by this section to be sent to the Registrar shall be deposited with the rules of the society to which the same respectively relate, and shall be registered, or recorded by the Registrar, with such observations thereon (if any) as the Registrar directs.

correctly record the transactions of the society; and

will enable the society to ensure that the financial statements of the society comply with generally accepted accounting practice (if the society is required to prepare those statements); and

will enable the financial statements of the society to be readily and properly audited (if those statements are required to be audited).

in written form in English; or

in a form or manner in which they are easily accessible and convertible into written form in English.

every large registered society; and

every other registered society unless the society has opted out of compliance with this section in accordance with section 8K.

completed in relation to the society and that balance date; and

dated and signed on behalf of the society by 2 members of the committee of the society.

a registered society fails to comply with section 8A, 8E, 8G, or 8H; or

a registered society is required to comply with section 8D and financial statements of the society—

the society took all reasonable and proper steps to ensure that the requirement would be complied with; or

the member took all reasonable steps to ensure that the requirement would be complied with; or

in the circumstances, the member could not reasonably have been expected to take steps to ensure that the requirement would be complied with.

a large registered society; or

a society whose rules expressly provide that this section does not apply.

section 8D (preparation of financial statements):

section 8E (audit requirement).

the registration of a society shall render it a body corporate by the name described in the acknowledgment of the registry, by which it may sue and be sued, with perpetual succession and a common seal, and with limited liability, and shall vest in the society all property for the time being vested in any person in trust for the society; and all legal proceedings pending by or against the trustees of any such society may be prosecuted by or against the society in its registered name without abatement:

the rules of the society shall bind the society and all members thereof, and all persons claiming through them respectively, to the same extent as if each member had subscribed his name and set his seal thereto, and there were contained in such rules a covenant on the part of himself, his executors and administrators, to conform thereto, subject to the provisions of this Act:

provided that a society registered at the time when this Act comes into operation, or the members thereof, may respectively exercise any power given by this Act and not made to depend on the provisions of its rules, notwithstanding any provision contained in any rule thereof certified before this Act was passed:

all money payable by a member to the society shall be a debt due from such member to the society, and recoverable as such either in the District Court in or near to the locality in which the registered office of the society is situate or in which such member resides, at the option of the society:

a member of a society, not being under the age of 16 years, may, by writing under his hand delivered at or sent to the registered office of the society, nominate any person not being an officer or servant of the society, unless such officer or servant is the husband, wife, civil union partner, de facto partner, father, mother, child, brother, sister, nephew, or niece of the nominator, to whom his shares in the society shall be transferred at his decease:

provided that the amount credited to him in the books of the society does not exceed $1,000, and may from time to time revoke or vary such nomination by a writing under his hand similarly delivered or sent, but not otherwise; and every such society shall keep a book wherein the names of all persons so nominated shall be regularly entered, and the shares comprised in such nomination shall be transferable to the nominee although the rules of the society declare its shares to be generally not transferable; and, on receiving satisfactory proof of the death of a nominator, the committee of the society shall at its option either transfer the shares in manner directed on such nomination, or pay to every person entitled thereunder the full value of his interest, unless the shares if transferred to any such nominee would raise his interest in the society to an amount exceeding the amount specified by or under section 4(2) of the principal Act, in which case the committee shall pay him the full value of such shares not exceeding the sum aforesaid:

if any member of a society entitled to an interest in the society not exceeding $1,000 dies without having made any nomination under this Act which remains unrevoked at his death, such interest shall be transferable, without probate or letters of administration, to or among the persons who appear to a majority of the committee, upon such evidence as they may deem satisfactory, to be entitled by law to receive the same:

whenever the committee, after the decease of any member, makes any payment or transfer to any person who at the time appears to it to be entitled under this section, the payment or transfer shall be valid and effectual against any demand made upon the committee or the society by any other person:

when any person in whose name any funds, debentures, securities, or money belonging to the society are standing or vested, either jointly with another or others, or solely as a trustee therefor, is absent from New Zealand, or becomes bankrupt, or files any petition, or executes any deed for liquidation of his affairs by assignment or arrangement, or for composition with his creditors, or whose estate is liquidated under any Act for the relief of debtors, or becomes a mentally disordered person, or is convicted of crime which prior to the coming into operation of the Criminal Code Act 1893 would have been classed as a felony, or is dead, or has been removed from his office of trustee, or if it is unknown whether such person is living or dead, the Registrar, on application in writing from the secretary and 3 members of the society, and on proof satisfactory to him, may direct the transfer of such funds, debentures, securities, or money to the society or into the names of any other persons appointed by the society as trustees, and such transfer shall be made by the surviving or continuing trustees; and if there are no such trustees, or if such trustees refuse or are unable to make such transfer, the Registrar may direct that where such funds, debentures, securities, or money—

the Minister of Finance and every such bank and banking corporation, and all corporations, companies, and persons, and their officers and servants respectively, are hereby indemnified from anything done by him or them, or any of his or their officers, in pursuance of the provisions of paragraph (h) against any claim or demand of any person injuriously affected thereby:

a person under the age of 20, but above the age of 16, may be a member of a society, unless provision is made in the rules of the society to the contrary, and may, subject to the rules of the society, enjoy all the rights of a member (except as herein provided), and execute all instruments and give all acquittances necessary to be executed or given under the rules, but shall not be a member of the committee of management, trustee, manager, or treasurer of the society:

a promissory note or bill of exchange shall be deemed to have been made, accepted, or endorsed on behalf of a society if made, accepted, or endorsed in the name of the society, or by or on behalf or on account of the society by any person acting under the authority of the society:

any register or list of members or shares kept by any society shall be prima facie evidence of any of the following particulars entered therein:

contracts on behalf of the society may be made, varied, or discharged as follows:

all contracts which may be or have been made, varied, or discharged according to the provisions herein contained shall, so far as concerns the form thereof, be effectual in law and binding on the society and all other parties thereto, their executors or administrators, as the case may be.

a society may (if its rules do not direct otherwise) invest the funds of the society or any part thereof, to any amount, in any of the following ways:

the rules may provide for the advancing of money by the society to members on the security of real or personal property:

the society may, if its rules so allow, invest any part of its capital in the shares or on the security of any other society registered under this Act or under the Building Societies Act 1965, or of any company registered under the Companies Act 1993 or incorporated by Act or by charter, provided that no such investments shall be made in the shares of any society or company other than one with limited liability; and a society so investing may make such investment in its registered name, and shall be deemed to be a person within the meaning of those Acts:

any other body corporate may, if its regulations permit, hold shares by its corporate name in a society:

in the rules or any schedules thereto may be set forth the forms of conveyance, surrender, mortgage, transfer, agreement, bond, or other instrument necessary for carrying the purposes of the society into effect:

the profits of the society may be applied to any lawful purpose:

a receipt under the hands of 3 members of the committee, countersigned by the secretary, in the form numbered (2) in Schedule 3, or in any form specified by the rules of the society or any schedule thereto, for all money secured to the society by any mortgage or other assurance shall vacate the same, and vest the property therein comprised in the persons entitled to the equity of redemption of the same without reconveyance or resurrender:

every society shall from time to time forward to the Registrar-General of Land a return setting forth the names of every member of the committee and of the secretary; and also notice in writing of the death, resignation, or removal of existing, and the appointment of new, members and secretary respectively; also a copy of the rules and of every amendment thereof. Every such return and notice shall be accompanied by a statutory declaration made by the secretary or a member of the committee stating that the declarant is the secretary or a member of the committee and verifying the statement contained in such return or notice. When any instrument is presented for registration affecting the land included in any mortgage or encumbrance registered under the Land Transfer Act 2017, and purports to be signed by 4 persons, 3 of whom appear to the Registrar-General of Land to be members of the committee and the other the secretary of the society at the time of the execution of such instrument, he shall register the same, and no person claiming under any such instrument shall be affected by notice, direct or constructive, that the persons signing the same were not such members or secretary respectively, nor that such instrument was executed in contravention of the rules of the society or the terms of the mortgage or encumbrance, and no claim on the assurance fund shall arise from the fact that such persons were not members of the committee or secretary respectively:

obtains possession of any property of a society by false representation; or

having property of a society in his or her possession—

the society that owns the property, or a member authorised by the society or committee of the society; or

the Registrar.

with every notice summoning the meeting which is sent to a creditor or member, be sent also a statement explaining the effect of the compromise or arrangement and in particular stating any material interests of the officers of the registered society, whether as officers or as members or as creditors of the registered society or otherwise, and the effect thereon of the compromise or arrangement, in so far as it is different from the effect on the like interests of other persons; and

in every notice summoning the meeting which is given by advertisement, be included either such a statement as aforesaid or a notification of the place at which and the manner in which creditors or members entitled to attend the meeting may obtain copies of such a statement as aforesaid.

every officer, if the rules of the society require, shall, before taking upon himself the execution of his office, become bound with one sufficient surety at the least in a bond in the form numbered (1) in Schedule 3, or give the security of a guarantee society, in such sum as the society directs, conditioned for his rendering a just and true account of all money received and paid by him on account of the society at such times as its rules appoint, or as the society or committee requires him to do so, and for the payment by him of all sums due from him to the society:

every officer, his executors or administrators, shall, at such times as by the rules of the society he should, render account, or, on demand made or notice in writing given or left at his last or usual place of residence, give in his account, as may be required by the society or committee, to be examined and allowed or disallowed by the society or committee; and shall, on the like demand or notice, pay over all money and deliver all property for the time being in his hands or custody to such person as the society or the committee appoints; and in case of any neglect or refusal to deliver such account, or to pay over such money, or to deliver such property in manner aforesaid, the society may sue upon the bond or security before-mentioned, or may apply to the District Court in or near to the locality in which the registered office of the society is situated, and the order of such Court shall be final and conclusive.

the parties to a dispute in a society may, by consent (unless the rules of the society expressly forbid), refer such dispute to the Registrar, who shall, with the consent of the Governor-General, hear and determine such dispute, and shall have power to order the expenses of determining the same to be paid either out of the funds of the society or by such parties to the dispute as he thinks fit; and such determination and order shall have the same effect and be enforceable in like manner as a decision made in the manner directed by the rules of the society:

the Registrar to whom any dispute is referred may administer oaths, and may require the attendance of all parties concerned, and of witnesses, and the production of all books and documents relating to the matter in question; and any person refusing to attend, or to produce any documents, or to give evidence before the Registrar, shall be guilty of an offence against this Act:

where the rules of a society direct that disputes shall be referred to Justices, the dispute shall be determined by the District Court:

when the rules contain no direction as to disputes, or when no decision is made on a dispute within 40 days after application to the society for reference under its rules, the member or person aggrieved may apply to the District Court, which may hear and determine the matter in dispute:

the Court or Registrar may at the request of either party state a case for the opinion of the High Court on any question of law, and may also grant to either party such discovery as to documents and otherwise, or such inspection of documents, as might be granted by any Court, such discovery to be made on behalf of the society by such officer of the same as such Court or Registrar determines.

on the application of one-fifth of the whole number of members of a registered society, or of 100 members in the case of a society of 1 000 members and not exceeding 10 000, or of 500 members in the case of a society of more than 10 000 members, the Registrar, but with the consent of the Governor-General, may—

the application herein mentioned shall be supported by such evidence as the Registrar requires for the purpose of showing that the applicants have good reason for requiring such inspection to be made or meeting to be called, and that they are not actuated by malicious motives in their application, and such notice thereof shall be given to the society as the Registrar directs:

the Registrar may, if he thinks fit, require the applicants to give security for the costs of the proposed inspection or meeting before appointing any inspector or calling such meeting:

all expenses of and incidental to any such inspection or meeting shall be defrayed either by the members applying for the same or out of the funds of the society, as the Registrar directs.

require a registered society or any officer of a registered society to produce for inspection any registers, records, accounts, books, or papers that are kept by the registered society; and

in any case where the Registrar or the person authorised by him considers that the aforesaid purpose cannot be achieved by inspecting only the documents specified in paragraph (a), or where such documents are not produced for inspection, require any person (including any officer employed in or in connection with any Government Department) to produce for inspection any registers, records, accounts, books, or papers that contain information relating to any money or other property that is or has been managed, supervised, controlled, or held in trust by or for the registered society; and

inspect and make records of any such registers, records, accounts, books, or papers; and

for the purposes of making records thereof, take possession of and remove from the premises where they are kept, for such period of time as is reasonable in the circumstances, any such registers, records, accounts, books, or papers.

the Registrar:

a Deputy Registrar:

a District Registrar:

an Assistant Registrar.

the Minister of the Crown who, under the authority of any warrant or with the authority of the Prime Minister, is for the time being responsible for the administration of this Act:

the chief executive of the department of State that, with the authority of the Prime Minister, is for the time being responsible for the administration of this Act:

any person authorised by that Registrar or Deputy Registrar to receive such records or information.

in respect of which there is any express provision in this Act in the nature of an appeal or review; or

that is declared by this Act to be conclusive or final, or that is embodied in any document declared by this Act to be conclusive evidence of any act, decision, matter, or thing.

the Registrar shall ensure that, forthwith after the decision on the appeal or application is given, all records made by him, or by a person authorised by him for that purpose, under section 13A(1)(c) in respect of that act or decision are destroyed or expunged; and

no information acquired under paragraph (a) or paragraph (b) of section 13A(1) in respect of that act or decision shall be admissible in evidence in any proceedings.

passed by a majority of not less than 75% of such members of a society for the time being entitled under the rules to vote as are present in person or by proxy (where the rules allow proxies) at any general meeting of which notice, specifying the intention to propose such resolution, has been duly given according to the rules; and

confirmed by a majority of such members for the time being entitled under the rules to vote as are present in person or by proxy at a subsequent general meeting, of which notice has been duly given, held not less than 14 days nor more than 1 month from the day of the meeting at which such resolution was first passed.

the registry of the society under this Act shall cease and be cancelled by the Registrar; and

all property (both real and personal), rights, interests, liabilities, contracts, engagements, and authorities of the society shall be the property (both real and personal), rights, interests, liabilities, contracts, engagements, and authorities of the company and shall be held or enforceable by, or in favour of the company, or against the company in priority against the property of the company over all other rights or claims against, or liabilities of, the company; and

any action, arbitration, or proceeding pending or existing against the society may be prosecuted, continued, and enforced against the company.

a society may be put into liquidation—

and the provisions of Parts 16 and 17 of the Companies Act 1993 shall apply with such modifications as may be necessary in relation to any application to the Court to appoint a liquidator and in relation to the liquidation of the society:

a society may be dissolved by an instrument of dissolution signed by three-fourths of the members:

where a society is put into liquidation, the liability of a present or past member of the society to contribute for payment of the debts and liabilities of the society, the expenses of the liquidation, and the adjustment of the rights of contributories amongst themselves, shall be qualified as follows:

where a society is terminated by an instrument of dissolution, the following provisions shall apply:

if any person wilfully makes, orders, or allows to be made any entry or erasure in or omission from any contribution or collecting book, or any return or document required to be sent, produced, or delivered for the purposes of this Act, with intent to falsify the same or to evade any of the provisions of this Act, he shall be liable to a fine not exceeding $100, recoverable on prosecution by the Registrar, the Financial Markets Authority, or any person aggrieved:

if any officer of the society, or any person on its behalf, uses any seal purporting to be a seal of the society whereon its name is not so engraved as aforesaid, or issues or authorises the issue of any notice, advertisement, or other official publication of the society, or signs or authorises to be signed on behalf of the society any bill of exchange, promissory note, endorsement, cheque, order for money or goods, or issues or authorises to be issued any bills of parcels, invoice, receipt, or letters of credit of the society, wherein its name is not mentioned in manner aforesaid, he shall be liable to a fine of $100, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods for the amount thereof, unless the same is duly paid by the society:

every society, officer, or member of a society, or other person guilty of an offence under this Act, for which no penalty is expressly provided herein, is liable to a fine of not less than $2 and not more than $10, recoverable on prosecution by the Registrar, the Financial Markets Authority, or any person aggrieved: