Real membership rights β being heard, seeing the books, and fair treatment before anyone shows you the door β are quietly disappearing from many clubs and platforms. The most durable answer is to found your own association, owned by its members and answerable to no one else. This page shows you how to do that in New Zealand, step by step, as an incorporated society under the Incorporated Societies Act 2022.
| Legal form | Incorporated Society (Incorporated Society) |
|---|---|
| Governing law | Incorporated Societies Act 2022 (2022 No 12), supplemented by the Incorporated Societies Regulations 2023 |
| Minimum founders | 10 members (individuals count as 1 each; a body corporate that joins counts as 3 members for this threshold) |
| Registry | Incorporated Societies Register, New Zealand Companies Office (Ministry of Business, Innovation and Employment) |
| Tax / entity number | IRD number, issued free by Inland Revenue (Te Tari Taake) via online application after incorporation; the society also automatically receives a New Zealand Business Number (NZBN) on registration. No charitable or tax-privileged status is sought β the society files as an ordinary non-profit entity. |
| Banking | All major banks (ANZ, ASB, BNZ, Westpac, Kiwibank) open society/community accounts. Bring the Certificate of Incorporation, constitution, IRD number and minutes authorising the signatories; set two signatories or dual authorisation. Expect standard identity verification for every signatory; low- or no-fee community account tiers are common. |
| Typical cost | Registration fee NZ$88.89 plus GST (NZ$102.22 incl. GST), payable online on submission. The IRD number is free. Total realistic founding cost without a lawyer: roughly NZ$100β150. |
| Timeline | The Registrar aims to review applications within 3 working days of submission; the Certificate of Incorporation arrives by email. End to end β drafting the constitution, founding meeting, registration, IRD number and bank account β a small group typically needs a few weeks. |
| Virtual assemblies | Yes, if the constitution provides for it. The 2022 Act requires the constitution to set out how meetings are held and how members vote, and expressly contemplates voting by proxy, post or electronic means; general meetings may be held using audio or audiovisual communication where the constitution allows. The official Constitution Builder includes these options, so write virtual assemblies and electronic voting in from the start. |
| Due process in local law | Unusually strong: sections 38β44 of the Incorporated Societies Act 2022 make dispute resolution procedures consistent with natural justice a mandatory part of every constitution β covering member grievances, complaints and discipline including exclusion. Societies may write their own procedures (s 39) or adopt the model procedures in Schedule 2, which are statutorily presumed to comply with natural justice (s 41); if a constitution is silent, default procedures apply. Members must also actively consent to membership, and have a statutory right to request information from the society. |
New Zealand law requires a minimum of 10 members to incorporate a society (a body corporate that joins counts as 3). Each person must actively consent to becoming a member β a signed founding list or application form is enough. Keep this list: the person who files the application must certify the member count.
Start from the Federation's model statutes and adapt them to the 2022 Act, or build them with the Companies Office's free online Constitution Builder. The constitution must state the society's purposes, how people join and leave, how the committee is elected, how meetings and voting work (including electronic voting if you want it), and β by law β dispute resolution procedures consistent with natural justice. Write in plainly that the committee is unpaid and that no profit is distributed to members.
Search the Incorporated Societies Register and the Companies Register to make sure your proposed name is not identical or too similar to an existing entity. The name must end with the word 'Incorporated', 'Inc' or 'ManatΕpΕ«'. A quick search now saves a rejected application later.
Call all founding members together β in a room or online, as your draft constitution allows β to adopt the constitution, elect a committee of at least 3 officers (unpaid), and resolve to apply for incorporation. Every officer must be at least 16, sign a written consent and certify they are not disqualified (the Companies Office template IS22-CCO works well). Keep signed minutes; you retain the officer consents rather than filing them.
Create a RealMe login and an Incorporated Societies Register account, then complete the online application: society details, addresses, officers, and your constitution as an upload. The applicant certifies the constitution complies with the Act, that there are at least 10 consenting members, and that officer consents are held. Pay the fee of NZ$102.22 (incl. GST); the Registrar aims to review applications within 3 working days and emails you the Certificate of Incorporation.
On incorporation your society is automatically given a New Zealand Business Number (NZBN). Then apply online to Inland Revenue for the society's IRD number β the tax number every entity needs. It is free. You do not need, and for this Federation deliberately do not seek, charitable registration or donee status: the society remains an ordinary member association answerable only to its members.
Take the Certificate of Incorporation, the constitution, the IRD number and minutes showing who was authorised as signatories to a bank of your choice. Set up the account with two signatories (or dual online authorisation) so no single person controls the money. Most banks offer low-fee 'society' or 'community' accounts; expect identity checks on all signatories.
At the founding meeting or a first committee meeting, formally adopt the decentralize.club Bill of Member Rights and sign the Federation Charter and name licence. New Zealand law already points the same way: your constitution must contain natural-justice dispute procedures, so the Charter's guarantees slot in naturally rather than fighting the statute.
Start admitting members under the transparent admission rules in your constitution. The Act requires you to keep a register of members and to respond to members' written information requests. Record each new member's consent β under the 2022 Act nobody becomes a member without it.
Each year the society must hold an AGM (or pass written resolutions if the constitution allows), prepare financial statements, and file an annual return with the Registrar. Keep officer details and addresses up to date on the register. None of this needs a lawyer for a small society, but it does need one reliable person watching the calendar.
In New Zealand the right vehicle is an incorporated society under the Incorporated Societies Act 2022, registered online with the Companies Office's Incorporated Societies Register for NZ$102.22 (incl. GST) and typically reviewed within 3 working days. You need at least 10 consenting members, a constitution that by law must include natural-justice dispute resolution procedures (a near-perfect statutory match for the Bill of Member Rights), and a committee of at least 3 unpaid officers. After incorporation the society automatically gets an NZBN, obtains a free IRD number from Inland Revenue, and opens a bank account with two signatories. Note the 2022 Act fully replaced the 1908 Act β existing societies had to reregister by April 2026, and all new societies register directly under the new Act.