Canada Cooperatives Act
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Transcript of Canada Cooperatives Act
Canada Cooperatives Act
Incorporation of afederal cooperative
December 2013
2
Canada Cooperatives Act
Who can incorporate?
Application
Form 3001: Articles of Incorporation
Forms 3003 and 3006
Statutory Declaration
Common Mistakes
Where to get information or ask questions?
Table of Contents
3
Harmonized with CBCA and federal NFP Act with changes to reflect special nature of cooperatives
Special features of the Coop Act
– must operate and have fixed place of business in at least 2 provinces or territories
– one vote per member
– no proxy voting
Canada Cooperatives Act
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Articles must include statements about being organized and operating on a cooperative basis
In the Act, “cooperative basis” includes:
– membership that is open and non-discriminatory
– one member one vote with no proxy vote
– maximum interest on member loans and dividends on membership shares is fixed in the articles
– constraints on use of surplus funds
– members are source of capital to the extent feasible
– education of members and public on cooperative principles
Canada Cooperatives Act
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Flexible structure involving:
– membership
– member shares:
o one class only
o can only be issued to members
– investment shares:
o one or more classes
o may be issued to non-members
o rights, conditions, etc. must be provided in articles, regardless of number of classes to be established
Canada Cooperatives Act
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Minimum of 3 individual incorporators who are:– at least eighteen years of age– of sound mind and– not bankrupt
Minimum of 1 cooperative entity, including federation of cooperatives
All must intend to become members
Who can incorporate?
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An incorporation application under the Coop Act includes:
– Form 3001: Articles of Incorporation
– Form 3003: Notice of Registered Office
– Form 3006: Notice of Directors
– Statutory declaration
– NUANS Name Search Report
– Filing fee of $250
Application
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Fillable PDF forms available on Corporations Canada website
– fill the form, print and have signed
– send the complete application to Corporations Canada
By-laws are not part of the incorporation application
Application
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Articles are the core document and require:– name of the cooperative
– municipality and province of the registered office
– number of directors
– restrictions, if any, on the business of the cooperative
– restrictions, if any, on the class of membership
– membership share capital and member rights
– maximum rate of return, if any
– provisions, if any, on distribution of property on dissolution
– investment share capital, if any
– restrictions, if any, on powers of directors to manage
– other provisions, if any
– mandatory statements
Form 3001: Articles of Incorporation
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Form 3003: Notice of Registered Office– address of the registered office
– cannot be a PO Box
– any additional mailing address (optional)
Form 3006: Notice of Directors– list all directors
– residential address or other address for service
– indicate whether a resident Canadian and/or a coop member
Will use same forms to update information during life of cooperative
Forms 3003 and 3006
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Must be signed by all the incorporators
Must state:– the cooperative will be organized and operated and will carry on
business as a cooperative– the information contained in Forms 3003 and 3006 meet the
requirements of the Coop Act– if non-profit housing cooperative, the cooperative will comply with
Part 20 of the Coop Act– if worker cooperative, the cooperative will comply with Part 21 of
the Act
Must be sworn before a commissioner of oaths or a notary public
Statutory Declaration
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Proposed cooperative name is not acceptable
Not all incorporators sign Form 3001
Membership share and investment share information is mixed together in Form 3001
Membership shares given preferences, rights, etc. not set out in the Act
Form 3003 and/or 3006 not signed by an incorporator
Form 3006: Notice of Directors
– lists less than the minimum 3 directors
– not all directors are individuals
– less than 25% of directors are resident Canadians
– less than 2/3 of directors are members of the cooperative
Common mistakes
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Statutory declaration is missing, not signed by all incorporators and/or not sworn before a commissioner or notary
Cooperative Name– must be distinctive, not just descriptive
– assigned numbered names not permitted
– must include words “co-operative”, “united”, “pool” or similar
– must be approved by Corporations Canada
– if a housing cooperative, must include words “non-profit” or similar and “housing co-operative” or similar
– if a worker cooperative, must include words “worker co-operative” or similar
Common mistakes
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Corporations Canada has a website with various documents including– Incorporating your cooperative– How to file my application– Requests for copies of corporate documents
www.corporationscanada.ic.gc.ca
Client Services Section available to answer questions on the phone
1-866-333-5556
Canada Cooperatives Act
http://laws-lois.justice.gc.ca/eng/acts/C-1.7/index.html
Where to get information or ask questions
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