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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.
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.
"Community organisations are the backbone of Hawke's Bay. We help you get the legal foundations right so you can focus on your mission."
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
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
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
Incorporated Society vs Charitable Trust
The two most common structures for Hawke's Bay community organisations. Here's how they compare.
Incorporated Society
Choose if
Your members want voting rights and democratic control over the organisation.
Charitable Trust
Choose if
You want trustees to have full control and the purpose is genuinely charitable.
Incorporated Societies Act 2022 Re-registration
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
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
Structure Setup
Helping you choose the right structure, preparing trust deeds or constitutions, and handling registrations with Companies Office and Charities Services.
Re-registration
Updating your constitution to meet the 2022 Act requirements and guiding you through the re-registration process before the deadline.
Governance Policies
Drafting conflicts of interest policies, delegation frameworks, board charters, and meeting procedures - practical documents for volunteer governance.
Officer Duties
Advising committee members and trustees on their legal duties, personal liability risks, and how to meet their obligations properly.
Dispute Resolution
Helping navigate member disputes, disciplinary processes, and governance conflicts - keeping your organisation focused on its mission.
What Our Clients Say
"Prompt, friendly & efficient service"
"I have always received excellent service from Carlile Dowling."
"A pleasure to work with."
To ensure candour, all feedback was collected anonymously.
Related Reading
Limitation Periods in New Zealand: Time Limits for Legal Claims
Understanding time limits for legal claims. Covers contract (6 years), tort (6 years), employment (90 days), and when time starts running.
New Zealand Disputes Tribunal: A Complete Guide
Everything you need to know about the Disputes Tribunal. Covers jurisdiction limits, types of disputes, process, costs, and when to use it.
Company vs Trust: Which Structure for Your Business?
Companies and trusts serve different purposes. Understanding when each is appropriate helps you choose the right structure for your situation.
Meet the team
behind your organisation
Common Questions
We work with businesses of all sizes across Hawke's Bay, from startups and family businesses to established enterprises. Our clients include vineyards, orchards, professional services, hospitality, retail, trades, and many others.
Many business issues require legal advice, even for small businesses. Getting structures and agreements right from the start often prevents costly problems later. We are happy to discuss whether legal help would benefit your situation.
Accountants and lawyers complement each other. Your accountant advises on financial and tax issues. Working alongside your accountant, we handle legal structures, contracts, financing, securities, employment and more.
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.
Ready to discuss your needs? We're here to help.