Amending your Cooperative's Articles

Policy Statement 17.2

The purpose of this policy is to guide you in amending the existing articles of a cooperative incorporated or continued under the Canada Cooperatives Act (Coop Act). If the cooperative is a non-profit housing cooperative or a worker cooperative it must also comply with Parts 20 and 21 of the Act respectively.

Note

You are providing information required by the Coop Act. Note that both the Coop Act and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

This policy is intended only as a guide; it does not replace or take precedence over the Coop Act.

Table of Contents

When do I Need to Submit Articles of Amendment

You must submit articles of amendment for any proposed changes regarding your articles of incorporation, continuance, amalgamation or revival. When you incorporated, revived or continued under the Coop Act, you filed articles for that purpose. If you want to change or delete any provision set out in these articles, or if you want to add other provisions, you must file articles of amendment. Changes that require articles of amendment include changes to the following provisions:

  • the cooperative's name;
  • its location of registered office, that is, the municipality and province, not simply the street address;
  • the number of directors;
  • voting privileges;
  • investment share capital; and
  • any provision that had to be or has already been filed with Corporations Canada.

All amendments must adhere to the same restrictions as the original articles of incorporation or continuance. Please refer to the information on incorporation and continuance for more details on the restrictions.

What about By-laws?

By-laws are strictly internal to the cooperative. They can be amended internally, according to the procedure set out by the cooperative. Neither by-laws nor by-law amendments have to be filed with Corporations Canada.

How do I amend the articles?

An amendment proposal may be made by any member or director of the cooperative [subsection 58(2)] and, in certain circumstances, investment shareholders [58(2.1)]. A proposed amendment is passed and accepted on special resolution of the members at a meeting of the cooperative. A special resolution requires at least two thirds majority of all voters (unless the articles state otherwise).

For certain proposed amendments, if the members of the cooperative have authorized the issuance of investment shares and such shares have been issued, then there must be a separate special resolution of the investment shareholders. Investment shareholders may also propose amendments to certain provisions of the articles. Refer to section 134 of the Coop Act for a list of the types of amendments for which investment shareholders must approve separately by special resolution.

Once accepted by members of the cooperative and, when applicable, the investment shareholders, the cooperative completes the documents required to file articles of amendment and submits them to Corporations Canada. Once Corporations Canada receives these documents, the Director issues a Certificate of Amendment to the cooperative. The amendment becomes effective on the date shown on the certificate.

What Proposed Changes Would be Rejected?

Corporations Canada would reject any amendment to the articles that would result in:

  • the cooperative not being organized or operated or not carrying on business on a cooperative basis;
  • a non-profit housing cooperative not complying with Part 20 of the Act; and
  • a worker cooperative not complying with Part 21 of the Act.
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What documents must I submit?

An application for amendment must include:

Note that you do not need to use these pre-printed forms but that the documents used must conform closely to the forms.

Once approved by the Director, Corporations Canada issues a certificate of amendment.

Statutory Declaration

Your application must include a statutory declaration signed by the directors of the cooperative stating that, after the amendment, the cooperative will be organized and operated and will carry on business on a cooperative basis. The declaration must also state that the information contained in forms 3003 and 3006 filed with the articles of amendment meet with the requirements of the Act.

Non-profit housing cooperatives must also submit a declaration signed by the directors stating that, after the amendment, the cooperative will comply with Part 20 of the Act.

Worker cooperatives must also submit a declaration signed by the directors stating that, after the amendment, the cooperative will comply with Part 21 of the Act.

Bilingual Name

If your cooperative intends to carry on business in a region or regions where both English and French are spoken, you may wish to consider adopting a bilingual name.

The procedure is the same as for a unilingual name, except that one NUANS Name Search Report is required for each name or variation requested. For example, two NUANS Name Search Reports must be filed in order to verify that the phonetically dissimilar English and French forms of a name are both distinctive.

Name Pre-approval

Corporations Canada offers a service where you can get pre-approval of your cooperative name before filing your Articles of Amendment. This is recommended as it will avoid unnecessary rejection at the time you file your articles; if a name is not approved, articles will be rejected.

How to fill out Form 3004 - Articles of Amendment

Item 1 - Name of the Cooperative

This is the current name of the cooperative.

Item 2 - Cooperative No.

This is the current number of the cooperative.

Item 3 - Amendments

List all proposed amendments here. You may attach a schedule to the form if there is not enough room. Each proposed amendment must also refer to the relevant paragraph number from the original articles of incorporation, continuance, amalgamation or revival.

All amendments must adhere to the same restrictions as the original articles of incorporation or continuance. Please refer to the information on incorporation and continuance for more details on the restrictions.

A director or authorized officer must sign the form.

How to fill out Form 3003 - Notice of Registered Office

You need to submit this form only if the location of the registered office is being amended.

Item 4 - Indicate the full address of the registered office

The address must be within the municipality and province specified in Item 2 of Form 3001 - Articles of Incorporation.

How to fill out Form 3006: Notice of Directors

You need to submit this form only if there is any changes to the board of directors.

Item 3 - New Directors or Change of Address

  • Membership Requirement: Not less than two thirds of the directors or any greater proportion that is provided for by the articles must be:
    1. Members of the cooperative;
    2. Representatives of members that are legal entities; OR
    3. Members of cooperatives who are members [Section 77].
  • Note that up to one third of the directors may be non-members. For worker cooperatives, at least 80 percent of the directors must be members that are employees of the cooperative.
  • Directors have to be elected by the members, except where the cooperative chooses to allow directors to be elected by the investment shareholders [Subsection 78(5)]. Note that not more than 20% of the directors may be elected by investment shareholders who are non-members.
  • Residency requirement: At least 25% of directors must be resident in Canada. If the cooperative has only three directors, at least one director must be resident in Canada [Subsection 78(4)].

Item 4 - Directors being Removed

List the names of all individuals who are no longer directors.

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Related Information

How do I file my application?

What happens after I submit my application?

How to Reach Cooperatives Policy (formerly the Cooperative Secretariat)

For more information on cooperatives, you may also want to contact Cooperatives Policy at Industry Canada (formerly the Cooperative Secretariat with Agriculture and Agri-Food Canada):

Cooperatives Policy Strategic Policy Branch, Strategic Policy Sector Industry Canada 235 Queen Street Ottawa, Ontario K1A 0H5 Telephone: 613-954-5031 Toll-free: 1-800-328-6189 Fax: 613-954-2340 By Email: info@ic.gc.ca TTY (for hearing impaired): 1-866-694-8389

Annex A

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

(Name of Applicant Cooperative)

Statutory Declaration

We, the undersigned, Do Solemnly Declare that:

  1. We are the directors of space to insert full cooperative name (the "Cooperative") and we have personal knowledge of the matters herein deposed to.
  2. Choose one of the following statements:
    • 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 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 and by virtue of the Canada Evidence Act.

(This declaration must be signed by all the directors of the Cooperative.)

Declared before me at the
City of space to insert city,
in the Province of space to insert province,
this space to insert day day of space to insert month, 20space to insert year.

space to insert signature
(signature of director)

space to insert signature
A Commissioner, etc.

Declared before me at the
City of space to insert city,
in the Province of space to insert province,
this space to insert day day of space to insert month, 20space to insert year.

space to insert signature
(signature of director)

space to insert signature
A Commissioner, etc.

Declared before me at the
City of space to insert city,
in the Province of space to insert province,
thisspace to insert day day of space to insert month, 20space to insert year.

space to insert signature
(signature of director)

space to insert signature
A Commissioner, etc.

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