Continuance (import) of a cooperative

You can continue a body corporate under the Canadian Cooperatives Act (Coop Act) by filing an application with Corporations Canada. This document will help you prepare your application.

The information provided here will assist you in completing the application for continuance 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 a continuance (import) and when does it come into effect?

A continuance (import) allows a body corporate to effectively re-incorporate under the Coop Act. The legal process is called continuance (import). Instead of incorporating again, the body corporate continues from one act into another so that it is governed by that other act as though it were incorporated under it. The process results in the body corporate being exported out of one act and being imported into another.

The continuance comes into effect on the date shown on the Certificate of Continuance issued by Corporations Canada.

Who can continue (import) under the Coop Act?

A body corporate currently incorporated under another federal act, under a provincial or territorial act, or even under an act of another country, can continue (import) under the Coop Act. However, the act currently governing the body corporate should permit the continuance.

To continue under the Coop Act, a body corporate must satisfy the following requirements:

  • carry on its business and have offices in more than one province
  • the Articles of Continuance must ensure that it will be organised and operated, and carry on business on a cooperative basis.

If a body corporate does not meet these requirements but it intends to amalgamate immediately after continuance with another cooperative and the amalgamated cooperative will meet the requirements, it can continue into the Coop Act for the purpose of amalgamating. The body corporate must concurrently apply for a Certificate of Continuance and a Certificate of Amalgamation.

What documents must be filed to continue a cooperative?

Your application for continuance must include:

All documents, including the articles may be written in French, in English or bilingual format.

If your incorporated business is governed by another federal actFootnote 1 or an act that has been pre-approved by Corporations CanadaFootnote 2 also include:

  • A letter of approval from the legislative authority that administers the act currently governing your incorporated business. This document is not required if your incorporated business is governed by an act administered by Corporations CanadaFootnote 3.

If your incorporated business is not governed by another federal actFootnote 1 or by an act that has been pre-approved by Corporations CanadaFootnote 2, the following documents must also be filed:

  • A letter of approval from the legislative authority that administers the act currently governing your incorporated business.
  • A copy of the sections of the act under which your incorporated business currently exists showing that the continuance is permitted.
  • A signed legal opinion by counsel qualified to practice in the jurisdiction where your incorporated business is incorporated, stating that:
    • the non-federal law permits continuances to the Coop Act,
    • once the incorporate business is continued under the Coop Act, the non-federal law will cease to apply to it, and
    • in cases where the other legislative authority does not make it a practice to issue a formal authorization for continuance, the incorporated business meets all the requirements for export.

What should be included in the statutory declaration?

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

  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.

Related information


Annex A

How to fill out Form 3011 – Articles of Continuance

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

If your cooperative is a worker cooperative, see also 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 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 the name has separate English and French forms, this same word must be used both in the English and French forms (see the above example).

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

Your proposed name must be distinctive and it must not be misleading or likely to be confused with names used by other organizations or business. In general, a corporate name is distinctive if it does not make those who encounter it think of another organization or business. You must include a valid NUANS Name Search Report. Your NUANS Name Search Report must be dated less than 90 days before the receipt of articles of continuance. Corporations Canada will use the 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 continuance. If the letter is not included or if your name has not been pre-approved, the name will be considered for approval when your application of continuance is processed.

Learn 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 must be indicated in Form 3003 – Notice of Registered Office or Notice of Change of Address of Registered Office.

Item 3 – Minimum and maximum 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 all restrictions on the business of your cooperative. If there are no restrictions required, mark “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 of the cooperative

Indicate all restrictions, in any, on the classes of membership of your cooperative. If there are no restrictions required, mark “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 the 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 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, mark “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 the remaining property of your cooperative will be distributed or its dissolution. If there is no statement, indicate “none” or leave this item blank.

If the articles of your cooperative do not indicate how the remaining property will be distributed upon dissolution, your cooperative 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 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 – Required statement for continuance

The following statement must be specified in the articles. You must specify the statement that is relevant to your cooperative. Check the appropriate box.

“The cooperative will be organized and operated and will carry on business on a cooperative principle.”

Or

“After the amalgamation the cooperative will be organized and operated and will carry on business on a cooperative basis.”

Item 11 – Required statement for a continuance

The following statement must be specified in the articles. You must specify the statement that is relevant to your cooperative. Check the appropriate box.

“The cooperative will carry on business in more than one province and will have a fixed place of business in more than one province.”
“After the amalgamation, 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 12 – Change of name and details of the incorporation

Indicate the relevant information in each section:

  1. If you change the name as part of the continuance, state the full legal name of the body corporate. If there is no change in the name, mark “none” or leave the section blank.
  2. Indicate the details of incorporation, that is indicate the date of incorporation and the legislative authority under which it is presently incorporated.

Item 13 – 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 power to manage the business of the cooperative.

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

Item 14 – Other provisions, if any

Indicate any other provision that you prefer to 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 15 – Declaration

The articles of continuance 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 the cooperative

Indicate the name of your cooperative, as indicated in item 1 of Form 3011 – Articles of Continuance.

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 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 3011 – Articles of Continuance.

The registered office address is the official address to communicate with your cooperative. All official documents that are sent by registered mail to or served to a cooperative at its 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 cooperative another organization, such as a law firm, to received 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 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 the cooperative

Indicate the name of your cooperative, as indicated in item 1 of the Form 3011 – Articles of Continuance.

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 continuing.

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 authorized agent

Print the name of the individual signing.


Annex D

Special instructions for non-profit housing cooperatives

Form 3011 – Articles of Continuance

Item 1 – Name of 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 the name has separate English and French forms, the same words 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 your non-profit housing cooperative issues membership shares, they must be issued at par value.

Item 8 – 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 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 – 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 3011 – Articles of Continuance

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 the name has separate English and French forms, the same words must be used in the English and French forms.

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

Indicate any restrictions on your cooperative’s classes of membership. It is mandatory that the 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 – 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.”

Annex F

Model Statutory Declaration

In the matter of an application for continuance under section 285 of the Canadian Cooperatives Act

(Name of Applicant Cooperative)

Statutory Declaration

I, the undersigned, DO SOLEMNLY DECLARE that:

  1. I am the director of space to insert full corporate name (name of the cooperative), and I declare having personal knowledge of the matters herein deposed to.
  2. Choose the appropriate statement according to the type of cooperative :
    • For a cooperative other than a non-profit housing cooperative or a worker cooperative
      • After the continuance, the Cooperative will be organized and operated and will carry on business on a cooperative basis.
    • For non-profit cooperatives, the declaration must include the following statement:
      • After the continuance, 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 Canadian Cooperatives Act.
    • For worker cooperatives, the declaration must include the following statement:
      • After the continuance, 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 Canadian 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.

The 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 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)
Director

Footnotes

Footnote 1

Other federal acts permitting continuance under the Coop Act

A cooperative incorporated under some federal acts may continue (import) under the Coop Act. These federal acts include:

  • Cooperative Credit Associations Act
  • Insurance Companies Act

Return to footnote 1 referrer

Footnote 2

Non-federal acts preapproved by Corporations Canada under the Coop Act

There is no preapproved act by Corporations Canada.

Return to 2 footnote 2 referrer

Footnote 3

Acts administered by Corporations Canada

When the body corporate is currently regulated by an act administrated by Corporations Canada, the letter of approval from Corporations Canada is not required. These acts include:

  • Canada Not-for-profit Corporations Act
  • Canada Business Corporations Act
  • Special Act of Parliament

Return to footnote 3 referrer

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