Amending a Cooperative’s Articles

You can amend the articles of your cooperative under the Canada Cooperatives Act (Coop Act) by filing an application to Corporations Canada. This document will help you prepare your application.

The information provided here is to assist you in completing the application for amendment 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 amend a cooperative’s articles

Your application for amendment 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 that in the letter.
  2. a completed and signed copy of Form 3004 – Articles of Amendments (see instructions in Annex A)
  3. a completed and signed copy of Form 3003 – Notice of Registered Office (see instructions in Annex B), if there are any changes to the place in which the registered office is situated
  4. a completed and signed copy of Form 3006 – Notice of Directors or Notice of Change of Directors (see instructions in Annex C), if there are any changes to the board of directors of the cooperative
  5. if there are any changes to the name, a NUANS Name Search Report for the proposed name that is not more than 90 days old. If your name has been pre-approved, attach a copy of the letter from Corporations Canada approving your name along with the copy of the NUANS Name Search Report.
  6. a statutory declaration (see What should be included in the statutory declaration?)
  7. the filing fee.

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

What should be included in the statutory declaration?

The statutory declaration (see the Model Statutory Declaration) must state that, after the articles of amendments come into force:

  1. the cooperative will be organized and operated, and will carry on business on a cooperative basis
  2. for a non-profit housing cooperative, that it will comply with Part 20 of the Coop Act
  3. for a worker cooperative, that it will comply with part 21 of the Coop Act.

The statutory declaration must be signed by a director.

When to file Form 3007 – Restated Articles of Incorporation

If your cooperative has made several amendments to its articles, it may be useful to consolidate all the changes and set out the current articles of the cooperative into one document. To make this consolidation an official document, you can file Form 3007 – Restated Articles of Incorporation with Corporations Canada.

You can’t amend your articles when filing restated articles of incorporation.

Your application for restated articles must include:

  1. A completed and signed copy of Form 3007 – Restated Articles of Incorporation
  2. The filing fee. There is no fee when Form 3007 – Restated Articles of Incorporation is submitted at the same time as Form 3004 – Articles of Amendment.

Related Information

Annex A

How to fill out Form 3004 – Articles of Amendment

Item 1 – Name of the cooperative

Indicate the name of your cooperative, as it appears in the articles of the cooperative.

Item 2 – Cooperative number

Indicate the cooperative number. You will find this number on the certificate of incorporation, amalgamation or continuance. You can also find it using Corporations Canada’s online database.

Item 3 – The articles of the cooperative are amended as follows:

Indicate the nature of the change. All amendments must indicate clearly which articles, paragraphs or sub-paragraphs of the articles are being amended.

Consult Creating a cooperative to find out what your articles can include.

If the available space is insufficient, attach a schedule.

Item 4 – Declaration

The articles of amendment must be signed by either a director or an authorized officer of the cooperative.

Print the name of the individual signing.

Annex B

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

Item 1 – Name of cooperative

Indicate the name of the cooperative

Item 2: Cooperative number

Indicate the cooperative number. You will find this number on the certificate of incorporation, amalgamation or continuance. You can also find it using Corporations Canada’s online database.

Item 3 – Address of the registered office

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

The registered office address is the official address for communicating with your cooperative. All official documents that are sent by registered mail to, or that are served on, a cooperative at the registered office address are deemed to be received by the cooperative.

The address of the registered office cannot be a post-office box.

Item 4 – Additional address, if any

Indicate an additional address, if any.

If you want correspondence from Corporations Canada be sent to a postal address that is different from the registered office address of the cooperative, indicate that address. An additional address is useful if you want another organization, such as a law firm, to receive correspondence from Corporations Canada.

Item 5 – Declaration

The form must be signed by any individual who has the relevant knowledge of the cooperative and who is authorized by the directors. For example:

  • a director of the cooperative
  • an officer of the cooperative
  • an agent

Print the name of the individual signing.

Annex C

How to fill out Form 3006 – Notice of Directors or Notice of Change of Directors

Item 1 – Name of the cooperative

Indicate the name of the cooperative.

Item 2 – Cooperative number

Indicate the cooperative number. You will find this number on the certificate of incorporation, amalgamation or continuance. You can also find it using Corporations Canada’s online database.

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

For each individual who is no longer a director, indicate:

  • the name
  • the date when he or she ceased to hold office

Item 5 – Declaration

The form must be signed by any individual who has the relevant knowledge of the cooperative and who is authorized by the directors. For example:

  • a director of the cooperative
  • an officer of the cooperative
  • an agent

Print the name of the individual signing.

Annex D

Model Statutory Declaration

In the matter of an application for articles of amendment under the Canada Cooperatives Act

(Name of Applicant Cooperative)

STATUTORY DECLARATION

I, the undersigned, DO SOLEMNLY DECLARE that:

  1. I am a director of space to insert full corporate name (indicate the legal name of the cooperative) and I have personal knowledge of the matters herein deposed to.
  2. Choose the appropriate statement according to the type of cooperative.
    • For any cooperative other than a non-profit housing cooperative or a worker cooperative
      • After the amendment, the Cooperative will be organized and operated and will carry on business on a cooperative basis.
    • For non-profit housing cooperatives
      • After the amendment, 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
      • After the amendment, 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 I 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.

(This declaration must be signed by a director 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 the space to insert month of the year 20 space to insert year

space to insert signature
(signature)

space to insert full name (print first and last name)
Commissioner for oaths

space to insert signature
(signature)

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

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