Registering an industrial and provident society

How to incorporate and name an industrial and provident society

Before you incorporate an industrial and provident society, you must show that it's a bona fide co-operative society and make sure its name is unique in New Zealand.

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

The application must be signed by 7 members and the secretary and be accompanied by a copy of the rules.

What must be included in the rules

The rules must provide for all the matters summarised below — 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.

Filing your documents

Any documents to be filed with us can be sent to:

Companies Office
Private Bag 92061
Victoria Street West
Auckland 1142

Acknowledgement of registration

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'

The term 'calculated to deceive' is an objective test meaning likely (or reasonably likely) to deceive or mislead the public.

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 – a term that excludes 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".
  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 therefore 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 their 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".