Creating a CooperativeReader Rating: 2.50Star

You can create a cooperative under the Canada Cooperatives Act (Coop Act) by filing an application with Corporations Canada. This document will assist you prepare your request.

The information provided here is to assist you in completing the incorporation process quickly and accurately. It is not intended to replace legal advice. You may wish to consult a lawyer or other professional advisor to ensure that the specific needs of your cooperative are met.

Table of Contents

What documents must be filed to incorporate a cooperative?

An application for incorporation must include:

  1. a cover letter including contact information for the person filing the application. If your cooperative will be a non-profit housing cooperative or a worker cooperative, indicate this in the letter
  2. a completed and signed copy of Form 3001 – Articles of Incorporation (see instructions in Annex A)
  3. a completed and signed copy of Form 3003 – Notice of Registered Office or Notice of Change of Address of Registered Office (see instructions in Annex B)
  4. a completed and signed copy of Form 3006 – Notice of Directors or Notice of Change of Directors (see instructions in Annex C)
  5. a NUANS Name Search Report for the proposed name that is not more than 90 days old. If your name has been pre-approved by Corporations Canada, attach a copy of the Corporations Canada letter approving your name along with the copy of the NUANS Name Search Report.
  6. a statutory declaration (see the Model Statutory Declaration)
  7. the filing fee.

All documents provided including the articles can be in English, French or be in a bilingual format.

What should be included in the statutory declaration?

The statutory declaration (see the Model Statutory Declaration) must state that:

  1. the information contained in Form 3003 – Notice of Registered Office or Notice of Change of Address of Registered Office, and Form 3006 – Notice of Directors or Notice of Change of Directors, filed with the Articles of Incorporation, meet the Coop Act requirements
  2. the cooperative will be organized and operated and will carry on business on a cooperative basis
  3. if the cooperative is a non-profit housing cooperative, it will comply with Part 20 of the Coop Act
  4. if the cooperative is a worker cooperative, it will comply with Part 21 of the Coop Act.

The statutory declaration must be signed by all the incorporators.

Related information


Annex A

How to complete Form 3001 – Articles of Incorporation

If your cooperative is a non-profit housing cooperative, also see special instructions in Annex D.

If your cooperative is a worker cooperative, also see special instructions in Annex E.

Item 1 – Name of the cooperative

Indicate your proposed corporate name. If you are using a combined name or separate English and French forms, indicate this here.

Examples
Corporate name ABC Cooperative
Combined name Coopérative ABC Cooperative
Separate English and French forms Coop de fermiers ABC
ABC Farmers Coop
The proposed name must include one of the following word or a word of the same family
English French
  • cooperative
  • co-operative
  • united
  • pool
  • coop
  • co-op
  • coopérative
  • coop

An English word can be used with a French name and a French word can be used with an English name. If your name has separate English and French forms, this same word must be used both in the English and French forms (see example above).

If the business of your cooperative is restricted to a specific business purpose by its articles or by a resolution of its members, the corporate name must have one or more words that suggest the nature of the restriction.

The proposed name must be distinctive and must not be misleading or likely to be confused with names used by other organizations or businesses. In general, a corporate name is distinctive if those who encounter do not think of another organization or business. You must include a valid NUANS Name Search Report. Your NUANS Name Search Report must not be dated more than 90 days prior to the receipt of the articles of incorporation. Corporations Canada will use your NUANS Name Search Report to determine whether the name is distinctive and otherwise meets the requirements of the Coop Act.

If your name has been pre-approved by Corporations Canada, please attach a copy of the approval letter to your application. If the letter is not included or if the name has not been pre-approved, the name will be considered for approval when the application is processed.

Learn more about choosing a name.

Item 2 – Place in Canada where the registered office is situated

Indicate the municipality and province / territory in Canada where the registered office of your cooperative will be located.

Do not include the street address here. The street address will be indicated on Form 3003 – Notice of Registered Office or Notice of Change of Address of Registered Office.

Item 3 – Number of directors

Every cooperative must have at least three directors. Indicate the fixed number of directors, or a minimum and maximum number of directors. In the case of a fixed number, indicate the same number in both boxes.

Item 4 – Restrictions, if any, on the business of the cooperative

Indicate any restrictions on the business that your cooperative may carry on. If there are no restrictions required, indicate “none” or leave this item blank.

If you want to restrict your cooperative’s business, the following preamble is suggested:

“The business of the cooperative shall be limited to the following: …”

Item 5 – Restrictions, if any, on the classes of membership in the cooperative

Indicate any restrictions on your cooperative’s classes of membership. If there are no restrictions required, indicate “none” or leave this item blank.

Item 6 – Membership share capital and member rights

Indicate if your cooperative has or not membership share capital.

If your cooperative has membership share capital:

  • Indicate whether the number of membership shares to be issued is limited or unlimited. If limited, indicate the maximum number of membership shares to be issued.
  • Indicate whether membership shares will be issued with par value or no par value:
    • For par value, state the stated value of each share
    • For no par value, indicate whether shares have:
      1. a fixed price; or
      2. a price determined by a formula and indicate the formula
Example clauses if your cooperative does not have membership share capital
For all cooperatives The cooperative does not have membership share capital and the interest of each member is the same as that of every other member.
For cooperatives that are federations where members or delegates have more than one vote.

For cooperatives that were a cooperative under the previous Act and prior to its continuance under the Coop Act, permitted members or delegates to have more than one vote
The cooperative does not have membership share capital, and subject to the voting rights set out below for members or delegates, the interest of each member is the same as that of every other member.

(Set out voting rights in this item)

For cooperatives whose membership includes cooperative entities and members with more than one vote The cooperative does not have membership share capital, and subject to the voting rights of a cooperative entity, the interest of each member is the same as that of every other member.

(Set out in this item the voting rights of members that are cooperative entities)

Item 7 – Provisions, if any, for a maximum rate of return to be paid on member loans or membership shares

Indicate the maximum rate of return to be paid on member loans or membership shares. Loans may also be without interest.

If there are no such provisions, indicate “none” or leave this blank.

Item 8 – Provisions, if any, for the distribution of the property of the cooperative on its dissolution

Indicate how your cooperative’s remaining property will be distributed upon its dissolution. If there is no distribution statement, indicate “none” or leave this blank.

If the articles of your cooperative do not indicate how the remaining property will be distributed upon dissolution, your cooperative’s remaining property will be distributed among members and shareholders, if any, according to their respective rights.

Item 9 – Investment share capital

Indicate if your cooperative will be able to issue or not investment shares by checking the appropriate box. This item cannot be left blank.

If your cooperative will be able to issue investment shares, you must attach an annex indicating:

  1. whether investment shares may be issued to non-members
  2. whether the number of investment shares will be unlimited, and if limited, the maximum number of investment shares that may be issued
  3. the classes of investment shares that your cooperative is authorized to issue, and
  4. for each class: the preferences, rights, conditions, restrictions, limitations, and prohibitions attached to the investment shares.

Item 10 – Restrictions, if any, on powers of directors to manage the business of the cooperative other than by means of a unanimous agreement

Indicate whether members restrict, other than by means of a unanimous agreement, all or some of a director’s powers to manage the business of your cooperative.

If there are no restrictions, indicate “none” or leave this item blank.

Item 11 – Other provisions, if any

Indicate any other provision that you prefer to set out in your articles, rather than in your by-laws.

If there are no other provisions required, indicate “none” or leave this item blank.

Item 12 and Item 13 – Declaration

The following statements must be part of the articles and are pre-printed on the form; they may not be changed.

“The cooperative will be organized and operated and will carry on business on a cooperative basis.”
“The cooperative will carry on business in more than one province and will have a fixed place of business in more than one province.”

Item 14 – Declaration

Your articles must be signed by all the incorporators. There must be at least three individuals, or one or more other cooperatives who sign as incorporators and who intend to become members of the new cooperative.

If an incorporator is another cooperative, the articles must be signed by an individual authorized by the other cooperative.

Print the name of each incorporator as well as their residential address.


Annex B

How to complete Form 3003 – Notice of Registered Office or Notice of Change of Address of Registered Office

Item 1 – Name of the cooperative

Indicate the name of your cooperative, as indicated in Item 1 of Form 3001 – Articles of Incorporation.

Item 2 – Cooperative number

Leave this item blank. A cooperative number will be provided by Corporations Canada.

Item 3 – Address of registered office

Indicate the complete street address of the registered office. The address of the registered office must be located within the municipality and province / territory limits indicated in Item 2 of Form 3001 – Articles of Incorporation.

The registered office address is the official address to communicate with your cooperative. All official documents sent by registered mail or served to a cooperative at its registered office address are deemed to have been received by the cooperative.

The registered office address cannot be a post office box.

Item 4 – Additional address, if any

Indicate an additional address, if any.

If you wish to receive correspondence from Corporations Canada at a postal address that is different from the cooperative’s registered office address, indicate this address. An additional address is useful if you want another organization (ex: a law firm) to receive correspondence from Corporations Canada.

Item 5 – Declaration

The form must be signed by one of the cooperative’s incorporators. If the incorporator is another cooperative, the form must be signed by an individual authorized by this other cooperative.

Print the name of the incorporator signing.


Annex C

How to complete Form 3006 – Notice of Directors or Notice of Change of Directors

Item 1 – Name of the cooperative

Indicate the name of your cooperative, as indicated in Item 1 of Form 3001 – Articles of Incorporation.

Item 2 – Cooperative number

Leave this item blank. A cooperative number will be provided by Corporations Canada.

Item 3: The following individuals are new directors OR are directors that have changed their address

For each director, indicate:

Item 4 – The following individuals are no longer directors of the cooperative

Leave this item blank. This item must not be completed when incorporating.

Item 5 – Declaration

The form must be signed by one of the incorporators. If an incorporator is a cooperative entity, the form must be signed by an individual authorized by the cooperative entity.

Print the name of the incorporator signing.


Annex D

Special instructions for non-profit housing cooperatives

Form 3001 – Articles of Incorporation

Item 1 – Name of the cooperative

The name of a non-profit housing cooperative must include one of the following terms
English French
  • housing cooperative
  • housing co-operative
  • housing co-op
  • coopérative d’habitation
  • coop d’habitation
  • co-op d’habitation
  • coopérative de logement
  • coop de logement
  • co-op de logement
The name must also include one of the following terms
English French
  • non-profit
  • not-for-profit
  • not for profit
  • sans but lucratif
  • à but non lucratif

An English word can be used with a French name and a French word can be used with an English name. If your name has separate English and French forms, this same word must be used both in the English and French forms (see example above).

Item 4 – Restrictions, if any, on the business of the cooperative

Indicate any restrictions on your cooperative’s business. A non-profit housing cooperative is required to state in its articles that its business is restricted to providing housing to its members.

Example:

“The business of the cooperative is restricted to that of primarily providing housing to its members.”

Item 6 – Membership share capital and member rights

If your non-profit housing cooperative issues membership shares, they must be issued at par value.

Item 8 – Provisions, if any, for the distribution of the property of the cooperative on its dissolution

Indicate how the cooperative’s remaining property will be distributed upon its dissolution.

Non-profit housing cooperatives must indicate that remaining property at the time of dissolution must be transferred to one or several non-profit housing cooperatives, or charitable organizations.

Example:

“After paying all debts and other liabilities, the remaining property is transferred to one or more non-profit housing cooperatives or cooperatives incorporated in a province with similar objectives and restrictions or charitable organizations.”

Item 9 – Investment share capital

Non-profit housing cooperatives cannot issue investment shares. Indicate “none” or leave this item blank.


Annex E

Special instructions for worker cooperatives

Form 3001 – Articles of Incorporation

Item 1 – Name of the cooperative

The name of a worker cooperative must include one of the following terms
English French
  • worker cooperative
  • worker co-operative
  • worker co-op
  • coopérative de travailleurs
  • coop de travailleurs
  • co-op de travailleurs
  • coopérative de travail
  • coop de travail
  • co-op de travail

An English word can be used with a French name and a French word can be used with an English name. If your name has separate English and French forms, this same word must be used both in the English and French forms (see example above).

Item 5 – Restrictions, if any, on the classes of membership of the cooperative

Indicate any restrictions on your cooperative’s classes of membership. It is mandatory that worker cooperative articles state that:

  1. “only employees of the cooperative can become members”
  2. “the maximum membership investment payable by a person to be a member may not be more than 50% of their expected annual salary during the first year of their membership, unless an amount in excess of that amount is also paid equally by all persons who are members.”

Item 8 – Provisions, if any, for the distribution of the property of the cooperative on its dissolution

Indicate how your cooperative’s property will be distributed on its dissolution.

Worker cooperatives must indicate in their articles that at least 20% of the surplus must be distributed to another cooperative, charitable entity, or a non-profit entity after the payment of its liabilities and before any distribution is made to a member or investment shareholder.

Example:

“In case of dissolution of the cooperative, at least 20% of the surplus must be distributed to another cooperative, charitable entity or a non-profit entity after payment of its liabilities and before any distribution is made to a member or investment shareholder.”

Annex F

Model Statutory Declaration

In the matter of an application for incorporation under the Canada Cooperatives Act

(Name of Applicant Cooperative)

STATUTORY DECLARATION

We, the undersigned, DO SOLEMNLY DECLARE that:

  1. We are the incorporators of space to insert full corporate name (indicate the name of the cooperative) and we have personal knowledge of the matters herein deposed to.
  2. The information contained in Form 3003 – Notice of Registered Office or Notice of Change of Address of Registered Office and Form 3006 – Notice of Directors or Notice of Change of Directors filed with Articles of Incorporation meet the requirements of the Coop Act.
  3. Choose the statement that applies to the type of cooperative.
    • For a cooperative other than a non-profit housing cooperative or a worker cooperative
      • The Cooperative will be organized and operated and will carry on business on a cooperative basis.
    • For non-profit housing cooperatives
      • The Cooperative will be organized and operated and will carry on business on a cooperative basis, and the Cooperative will comply with Part 20 of the Canada Cooperatives Act.
    • For worker cooperatives
      • The Cooperative will be organized and operated and will carry on business on a cooperative basis, and the Cooperative will comply with Part 21 of the Canada Cooperatives Act.

AND we make this solemn declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath.

(The declaration must be signed by all incorporators of the Cooperative.)

DECLARED before me
in the City of space to insert city
in the province of space to insert province
on this space to insert day day of space to insert monthof 20space to insert year

space to insert signature
(signature)

space to insert full name(print first and last name)
Commissioner of Oaths

space to insert signature
(signature)

space to insert full name(print first and last name)
Incorporator

space to insert signature
(signature)

space to insert full name(print first and last name)
Incorporator

space to insert signature
(signature)

space to insert full name(print first and last name)
Incorporator

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