Amalgamating cooperatives

Two or more cooperatives under the Canadian Cooperatives Act (Coop Act) can amalgamate by filing an application to Corporations Canada. This document will help you prepare your application.

The information provided here will assist you in completing your application for amalgamation 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 is an amalgamation?

An amalgamation is a process by which two or more cooperatives governed by the Coop Act (“amalgamating cooperatives”) merge and carry on as one cooperative (“amalgamated cooperative”).

There are two ways to amalgamate under the Coop Act:

  1. A long-form amalgamation requires each amalgamating cooperative to sign an amalgamation agreement and submit it for approval at a meeting of members. The amalgamation agreement sets out the terms and means of carrying out the amalgamation and must include:
    1. the provisions required in the Articles of Amalgamation
    2. the name and address of each proposed director of the amalgamated cooperative
    3. an explanation of how the membership and investment shares of each amalgamating cooperative will be converted into shares of the amalgamated cooperative and, if applicable, investment shares or other securities of the amalgamated cooperative
    4. if any shares of an amalgamating corporation are not to be converted into shares or securities of the amalgamated corporation, a statement of the amount of money or securities of any other cooperative that holders of such shares are to receive in addition to or instead of shares or securities of the amalgamated cooperative
    5. a description of the manner of payment of money instead of the issue of fractional shares of the amalgamated cooperative or of any other body corporate the securities of which are to be received in the amalgamation
    6. the proposed by-laws, whether they are new or consist of the by-laws of one of the amalgamating cooperatives
    7. details of any arrangements necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated cooperative.

    The Articles of Amalgamation that you submit to Corporations Canada must include the provisions agreed upon in the amalgamation agreement.

  2. A short-form amalgamation is often faster since the amalgamation is approved by a resolution of the directors and does not require approval of the members. There are two types of short-form amalgamation:
    • A vertical short-form amalgamation involves a holding corporation and one or more wholly-owned subsidiaries. In this case, the Articles of Amalgamation must be the same as the articles of the amalgamating holding cooperative, except for the cooperative name which may be different.
    • A horizontal short-form amalgamation involves two or more wholly-owned subsidiaries of the same holding corporation. The membership and investment shares of all but one of the subsidiaries will be cancelled as part of the amalgamation with no repayment of capital in respect of those shares. The Articles of Amalgamation must be the same as the articles of the amalgamating subsidiary whose membership is not cancelled, except for the name which may be different.
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What documents must be filed to amalgamate two or more cooperatives?

Your application for amalgamation 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 3009 – Articles of Amalgamation (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, unless the amalgamated cooperative will use the corporate name of one of the amalgamating cooperatives. 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 for each amalgamating cooperative (see What should be included in the statutory declaration)
  7. the filing fee.

All documents, including the 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 on the effective date of the amalgamation :

  1. the amalgamated cooperative will be organized and operated, and will carry on business on a cooperative basis
  2. each amalgamating cooperative is able and the amalgamated cooperative will be able to pay its liabilities as they become due
  3. the realizable value of the amalgamated cooperative’s assets will not be less than the aggregate of its liabilities and its stated capital
  4. one of the following statements:
    1. there are reasonable grounds for believing that no creditor will be prejudiced by the amalgamation
    2. adequate notice has been given to all known creditors of the amalgamating cooperatives and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.
  5. for a non-profit housing cooperative, that it will comply with Part 20 of the Coop Act
  6. for a worker cooperative, that it will comply with Part 21 of the Coop Act

The statutory declarations must be signed by a director of each amalgamating cooperatives. The effective date of the amalgamation is the date when Corporations Canada receives your application for amalgamation or any later date requested.

Can a provincial cooperative amalgamate with a federal cooperative?

In order for an application for amalgamation to proceed, all of the amalgamating cooperatives must be incorporated under the Coop Act. This means that if a body corporate is incorporated under another statute, it must first continue to the Coop Act before it can amalgamate with other cooperativesFootnote 1. See Continuance (import) of a cooperative.

The Coop Act does not apply to the corporation until after a Certificate of Continuance has been issued. Consequently, the meeting convened to pass the resolution to amalgamate must be held according to the Coop Act requirements for a meeting of members while the meeting to approve the resolution to continue must meet the requirements of the legislation that governed the corporation prior to the continuance. To simplify and speed up this process, Articles of Continuance can be filed at the same time as Articles of amalgamation.

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Related Information

Annex A

How to fill out Form 3009 – Articles of Amalgamation

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

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

Item 1 – Name of cooperative

Indicate your proposed corporate name of the cooperative to be created by the amalgamation.

If you are using a combined name, or separate English and French forms, indicate it 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 by its articles or by a resolution of its members to a specific business purpose, the cooperative must have as part of its name one or more words that suggest the nature of the restriction.

The proposed name must be distinctive and it 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 it does not make those who encounter it think of another organization or business. Unless the new cooperative will have the same name as one of the amalgamating cooperatives, 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 amalgamation. 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 letter of approval to your application of amalgamation. 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 of amalgamation is processed.

Lean more about choosing a name.

Item 2 – The municipality and province in Canada where the registered office is situated

Indicate the municipality and province or 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 the 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 the business of your cooperative, 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 the classes of membership of your cooperative. If there are no restrictions required, indicate “none” or leave this item blank.

Item 6 – Membership share capital and member rights

Indicate if the amalgamated cooperative has or not membership share capital.

If the amalgamated 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 if they have:
    1. a fixed price; or
    2. a price determined by a formula and the particulars of that formula.
Example clauses if your amalgamated cooperative does not have membership shares 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 cooperatives 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 item blank.

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

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

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

Item 9 – Investment share capital

Indicate if your cooperative will 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 the investment shares may be issued to non-members
  2. whether the number of investment shares is to be unlimited and, if not, 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 attaching 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 the powers of directors to manage the business of your cooperative.

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

Item 11 – Other provisions, if any

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

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

Item 12 and Item 13 – Required statement for an amalgamation

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 – The amalgamation has been approved pursuant to section or subsection of the Act which is indicated as follows:

You must indicate whether the amalgamation complies with section 297 ("long-form"), subsection 298(1) ("vertical short-form") or subsection 298 (2) ("horizontal short form") of the Coop Act. For more information on the three types of amalgamation, see What is an amalgamation?

Item 15 - Declaration

Form 3009 – Articles of Amalgamation must be signed by either a director or an authorized officer of each amalgamating cooperative.

Indicate the names of the cooperatives that will amalgamate and their respective cooperative number. The director or authorized officer of each cooperative must date and sign the declaration.

Print the name of the individual signing.

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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 amalgamated cooperative, as indicated in item 1 of Form 3009 – Articles of Amalgamation.

Item 2 – Cooperative number

Leave this item blank.

Item 3 – Address of 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 the 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 wish to receive correspondence from Corporations Canada at a postal address that is different from the cooperative’s registered office address, 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 of one of the amalgamating cooperative. For example:

  • A director of the cooperative
  • An officer of the cooperative
  • An authorized 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 cooperative

Indicate the name of the amalgamated cooperative, as indicated in item 1 of the Form 3009 – Articles of Amalgamation.

Item 2 – Cooperative number

Leave this item blank.

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 members of the board of directors of the cooperative

Leave this item blank. This item does not apply in the case of an amalgamation.

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 of one of the amalgamating cooperatives. For example:

  • A director of the cooperative
  • An officer of the cooperative
  • An authorized agent

Print the name of the individual signing.

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Annex D : Special instructions for non-profit housing cooperatives

Form 3009 – Articles of Amalgamation

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 term can be used with a French name and a French term can be used with an English name. If the name has separate English and French forms, the same term must be used in the English and French forms.

Item 4 – Restrictions on the business of the cooperative

Indicate any restriction on the business of your cooperative. A non-profit housing cooperative is required to state in its articles that its business is restricted to that of 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 a non-profit housing cooperative issues membership shares, they must be issued with at par value.

Item 8 – Distribution of the property of the cooperative on its dissolution

Indicate how the remaining property of your cooperative will be distributed upon its dissolution.

Non-profit housing cooperatives must indicate that the 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 – Capital de parts de placement

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


Annex E: Special instructions for worker cooperatives

Form 3009 – Articles of Amalgamation

Item 1 – Name of 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 term can be used with an English name. If the name is in separate English and French forms, the same expression must be used in the English and French forms.

Item 5 – Restrictions on the classes of membership of the cooperative

Indicate any restriction on the classes of membership of your cooperative. It is required that the articles of worker cooperatives state that:

  1. “only its employees can become members of the cooperative”
  2. “maximum membership investment payable by a person to be a member should not exceed 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 – 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 payment of its liabilities before any distribution is made to a member or 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 before any distribution is made to a member or shareholder.”
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Annex F

Model Statutory Declaration

In the matter of an application for amalgamation under section 297 or subsection 298(1) or subsection 298(2) of the Canada Cooperatives Act

(Name of Applicant Cooperative)

Statutory Declaration

I, the undersigned, DO SOLEMNLY DECLARE that:

  1. I am the director of the space to insert full corporate name (name of one of the amalgamating cooperative) and I declare having personal knowledge of the matters herein deposed to.
  2. I am satisfied that there are reasonable grounds for believing that on the effective date of the amalgamation:
    1. each amalgamating cooperative can and the amalgamated cooperative will be able to pay its liabilities as they become due
    2. the realizable value of the amalgamated cooperative’s assets will not be less than the aggregate of its liabilities and its stated capital
    3. one of the following statements (a or b):
      1. there are reasonable grounds for believing that no creditor will be prejudiced by the amalgamation
      2. adequate notice has been given to all known creditors of the amalgamating cooperatives and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.
  3. Choose the appropriate statement according to the type of cooperative.
    • For a cooperative other than a non-profit housing cooperative or a worker cooperative
      • On the date of amalgamation, the Cooperative will be organized and operated and will carry on business on a cooperative basis.
    • For non-profit housing cooperatives
      • On the date of amalgamation, 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
      • On the date of amalgamation, 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 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 a director of one of the amalgamating cooperatives.

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 of oaths

space to insert signature
(signature)

space to insert full name (print first and last name)
Director of the amalgamated corporation

Footnotes

Footnote 1

Provincial and federal cooperatives can also amalgamate through an arrangement, which is a court supervised corporate transaction.

Return to footnote 1 referrer

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