Michael Morgan
Director
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Business & Commercial
Charitable trust or incorporated society?
Different structures for different missions. We help Hawke's Bay community organisations choose and establish the right legal foundation.
Incorporated Societies: Re-register by 5 April 2026
All existing incorporated societies must re-register under the Incorporated Societies Act 2022 or be dissolved.
The Decision
Which structure fits your mission?
Not-for-profits operate under different legal forms, each with distinct characteristics. The right choice depends on your organisation's purpose, membership, and activities.
Inc.
Society
Society
Incorporated Societies
The most common structure for membership-based organisations - clubs, associations, and groups where members collectively pursue non-business purposes.
Key Features
- Separate legal entity
- Elected committee governance
- Limited liability for members
Best For
- - Sports clubs
- - Community groups
- - Professional associations
- - Advocacy organisations
Charitable
Trust
Trust
Charitable Trusts
Trusts established for charitable purposes - education, relief of poverty, religion, or other purposes beneficial to the community.
Key Features
- Governed by trustees (not members)
- Tax exemption via Charities Services
- Perpetual existence
Best For
- - Philanthropic foundations
- - Educational trusts
- - Welfare organisations
- - Religious organisations
Charitable
Company
Company
Charitable Companies
Limited liability companies established for charitable purposes, with constitution restricting activities and prohibiting private benefit.
Key Features
- Company governance framework
- Board of directors
- Commercial activities permitted
Best For
- - Larger charities
- - Social enterprises
- - Commercial operations
Decision Helper
Incorporated Society vs Charitable Trust
The two most common structures for Hawke's Bay community organisations. Here's how they compare.
Incorporated Society
Governance
Elected committee
Members
Yes (min 10)
Tax Status
Taxable (unless registered charity)
Registration
Companies Office
Key Law
Incorporated Societies Act
Choose if
Your members want voting rights and democratic control over the organisation.
Charitable Trust
Governance
Appointed trustees
Members
No (beneficiaries instead)
Tax Status
Exempt if registered charity
Registration
Charities Services
Key Law
Trusts Act 2019
Choose if
You want trustees to have full control and the purpose is genuinely charitable.
Action Required
Incorporated Societies Act 2022 Re-registration
Deadline: 5 April 2026
The Incorporated Societies Act 2022 replaced the 1908 Act. All existing incorporated societies must re-register under the new Act by 5 April 2026. Societies that don't re-register will be removed from the register and dissolved.
What's Required
- New constitution meeting 2022 Act requirements
- Clear purpose statement
- Specified officer duties
- Disputes procedure
- Member rights provisions
Key Changes in 2022 Act
- Officer duties now codified
- Minimum 10 members required
- Conflicts of interest rules
- Tiered financial reporting
Tax Benefits
Charities Services Registration
Benefits
Why Register
- Tax exemption on charitable income
- Credibility with donors and funders
- Donee status - donors claim tax credits
Requirements
To Qualify
- - Charitable purposes (education, poverty relief, religion, public benefit)
- - Public benefit, not private benefit
- - No profit distribution to members or controllers
Ongoing Obligations
Compliance
- - Annual returns with financial statements
- - Report changes to officers/rules
- - Activities must remain charitable
- - Risk deregistration if non-compliant
How We Help
Structure Setup
Getting Started
Helping you choose the right structure, preparing trust deeds or constitutions, and handling registrations with Companies Office and Charities Services.
Re-registration
April 2026 Deadline
Updating your constitution to meet the 2022 Act requirements and guiding you through the re-registration process before the deadline.
Governance Policies
Board Support
Drafting conflicts of interest policies, delegation frameworks, board charters, and meeting procedures - practical documents for volunteer governance.
Officer Duties
Legal Obligations
Advising committee members and trustees on their legal duties, personal liability risks, and how to meet their obligations properly.
Dispute Resolution
Member Conflicts
Helping navigate member disputes, disciplinary processes, and governance conflicts - keeping your organisation focused on its mission.
Your Team
Meet the team
behind your organisation
Common Questions
Any existing documents relevant to your situation: company records, contracts, agreements you are considering, or details of issues you are facing. But if you are just at the thinking stage, that is fine too.
