Make temporary changes to constitutions or rules

Law changes allow registered entities affected by COVID-19 restrictions to make certain temporary changes to their constitutions or rules

Last updated 3 November 2021

There may be things that your business or organisation has been unable to do because of COVID-19 restrictions.

Temporary legislation takes effect from 3 November 2021 and allows entities to modify certain provisions in their constitutions or rules for a period of time, to help them to continue operating effectively, and to meet their compliance obligations. An entity can only make such a change if a majority of its governing officers believe in good faith that it is not reasonably practicable to comply with a provision as a result of COVID-19.

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Who can change their rules

The types of business or organisation that can make use of this temporary legislation include:

  • building societies
  • charitable trust boards
  • companies
  • credit unions
  • friendly societies
  • incorporated societies
  • industrial and provident societies, and
  • limited partnerships.

What can be changed

The provisions in your rules or constitution that can be modified for a period of time are:

  1. calling or holding meetings, including for the purpose of establishing a quorum
  2. the method or form of voting
  3. the giving or receiving of information
  4. the making or keeping of new records
  5. the method or form of dispute resolution
  6. the method or form of disciplinary procedure
  7. the waiver, suspension, deferral, or reduction of fees or other amounts payable by members of the entity to the entity
  8. the deferral of auditing, assurance, or financial reporting or review requirements.
  9. the use of electronic means to do any matter listed in section 10A(2) of the legislation.

What can’t be changed

  1. The purpose or objects of the entity.
  2. The powers of the entity (other than a procedural or administrative power).
  3. The sale, transfer, or other disposition of real or personal property.
  4. Voting rights or rights to a dividend or other distribution.
  5. The duties of the governing body or governing officers (other than a procedural or an administrative duty).
  6. Fees or other payments (other than a waiver, suspension, deferral, or reduction of fees or other amounts payable by members of the entity to the entity).
  7. Any matter if the modification to that matter has a material detrimental effect (direct or indirect) on the substantive rights or powers of any creditor or other person.
  8. Any matter that is prescribed by regulations.
  9. The number or need for a quorum.
  10. Rights of access to courts, tribunals or arbitral tribunals.
  11. Any alteration or addition to the constitution or rules made by order of a court.

Modifications apply only until 30 April 2022

This provision came into force on 3 November 2021 and ends on 30 April 2022 (unless it is extended). We will publish details of any extension here.

What you must do if you change your rules or constitution

  1. Keep a record of which provisions you’re changing and the reasons why you decided to make the changes (as decided by for example, a majority of the directors or a majority of the society’s committee).
  2. Do what you can to notify your members of the changes that you’ve decided to make (as soon as possible).
  3. Notify us as soon as possible.

How to notify us

  1. Download the ‘Notice of modification to constitution or rules’.
  2. Complete the notice. Take care to read the notes on Page 2 of the form.
  3. Attach a copy of the written record required by section 18(1)(a) of the Act and a certificate by a governing officer of the entity certifying that, in making the modification, all requirements of Part 2 of the Act were complied with.
  4. Send your completed notice to us by email to covidnotices@mbie.govt.nz

What happens next

Once we’ve received your completed notification, we’ll make the information publicly available on the relevant register. For example, for companies we’ll publish the notice on the Companies Register; and for incorporated societies we’ll publish the notice on the Incorporated Societies Register.

Need more information?

If you are unsure about any aspect of the Government’s COVID-19 relief measures, and how they apply to your business or entity, please refer to the legislation and, if necessary, seek legal advice.

These temporary provisions also apply to some Māori governance entities.