Not-for-Profit & NGOs
An organisation whose purpose is not commercial.
At Matt and Zen we act for incorporated societies, charitable trusts and other organisations set up for a purpose other than profit.
The legal structure follows the purpose, not the other way round. A society, a trust and a company suit different aims, different funders and different kinds of accountability.
Much of this work is governance rather than litigation: rules that are workable, officers who understand their duties, and records that satisfy a regulator or a funder when asked.
Scope
We can assist with the following, and more.
Setting up
- Choosing between a society, a trust and a company
- Incorporating a society
- Establishing a charitable trust
- Registration as a charity, and whether it is the right move
Rules and governance
- Drafting and updating rules and constitutions
- Officers’ duties and conflicts of interest
- Membership, meetings and voting
- Keeping the register and records in order
Running it
- Reviewing rules against current requirements
- Grants, funding agreements and reporting obligations
- Employing and engaging people
- Disputes between members or officers
Change
- Amalgamating or winding up
- Changing purpose or structure
- Transferring assets, and the restrictions attached
Rules
The rules are the organisation’s constitution.
A society’s rules decide who can be a member, how decisions are made and what happens in a dispute. They are also what a regulator or a funder reads first.
New Zealand’s law on incorporated societies has been rewritten, and the requirements for rules have changed with it. Many sets of rules in circulation predate that.
We review rules against the current requirements and tell you what has to change, what should change, and what can be left.
Questions
Frequently asked questions.
Society, trust or company?
It depends on your purpose, who you are accountable to and how you will be funded. The structure should follow the purpose, and it is worth an hour before you commit.
Do our rules still comply?
Possibly not. The requirements for incorporated societies have changed, and rules written under the old regime often fall short. Have them reviewed.
Does registering as a charity help?
Sometimes. It affects tax treatment and some funders require it, but it brings reporting obligations and restricts what you can do with assets.
What duties do officers owe?
Duties to act in good faith and in the organisation’s interests, to act within the rules, and to manage conflicts. They apply to volunteers as much as anyone.
Can we pay our officers?
Sometimes, within limits, and it depends on your rules and your status. It needs checking before it happens rather than afterwards.
What happens to the assets if we wind up?
That is governed by your rules and your status, and the restrictions are real. Assets generally cannot simply be distributed to members.