Information Guide on Co-operatives

From: Innovation, Science and Economic Development Canada

Table of contents

Co-op Legislation:

  1. Federal
  2. Yukon
  3. Northwest Territories
  4. Nunavut
  5. British Columbia
  6. Alberta
  7. Saskatchewan
  8. Manitoba
  9. Ontario
  10. Quebec
  11. New Brunswick
  12. Nova Scotia
  13. Prince Edward Island
  14. Newfoundland and Labrador

About this Guide

The guide was developed in partnership with the provinces and territories and was designed to provide Canadians with essential information on the co-operative business model.

This guide is intended to:

This guide is targeted at:

This guide provides information and resources only for non-financial co-operatives. Financial co-operatives such as credit unions and insurance mutuals are governed by separate legislation and regulations.

Links to websites not under the control of the Government of Canada, are provided solely for the convenience of our website visitors. We are not responsible for the accuracy, currency or reliability of the content of such websites. The Government of Canada does not offer any guarantee in that regard and is not responsible for the information found through these links, nor does it endorse the sites and their content.

Visitors should also be aware that information offered by non-Government of Canada sites to which this website links is not subject to the Privacy Act or the Official Languages Act and may not be accessible to persons with disabilities. The information offered may be available only in the language(s) used by the sites in question. With respect to privacy, visitors should research the privacy policies of these non-government websites before providing personal information.


What is a Co-operative?

A co-operative is a legally incorporated corporation that is owned by an association of persons seeking to satisfy common needs such as access to products or services, sale of their products or services, or employment. While co-operatives serve a wide variety of functions, they generally fit one of the following four types:

In Canada, a co-operative must incorporate under a specific co-operative Act at the provincial, territorial or federal level. These Acts govern all types of co-operatives, with the exception of financial co-operatives which are governed by separate legislation. The nature of the co-operative business model and how they operate is largely defined by these Acts. Whatever the governing Act may be, co-operatives share three common characteristics in areas of ownership, governance and distribution of profits.

Ownership: A co-operative is a business jointly owned by its members who use its products or services. In some cases, co-operatives can have members who do not use its services or products (e.g. support members, investor members).

Governance: Co-operatives are democratically controlled businesses with the governing principle “one-member, one-vote”. This right is exercised at the co-operative's annual general meeting (AGM), where members can vote directly for the board of directors. This democratic governance structure is reinforced by the co-operative's by-laws and the legislation under which the co-operative is incorporated (provincial, territorial or federal).

Distribution of Profits: Any surplus of a co-operative is owned by the member-owners who can decide how to distribute the profits at the AGM, which can include the following decisions:

In addition, depending on the governing legislation, a co-operative may become a non-profit entity. These non-profit co-operatives do not provide members with a patronage dividend. All surpluses are directed eventually into the general reserve.

How is a co-operative different from other business forms?
Cooperative Corporations
Share Capital Corporations
Not-for-Profit Corporations
Ownership

Cooperatives may issue shares in the member's name.

Shares must be issued in the name of the person who is registering the share.

Not-profits do not issue shares.

In general, a membership share may not increase in value. It can usually only be redeemed by the coop at its par value. Some legislation allows for investment shares (non-par value) to members and/or non-members.

A common share may increase in value. A shareholder may sell his or her shares to another person at an agreed upon price.

Generally, anyone can be a member on payment of a fee and in accordance with the requirements of the articles and by-laws.

A member's ownership is limited to the amount of the membership shares he or she holds.

A shareholder's ownership is limited to the value of the shares he or she holds.

Members do not have ownership in the not-for-profit organization.

Directors

A cooperative must have at least three directors or any greater minimum number that is set out in the articles.

A corporation shall have one or more directors. Corporations that report to a securities commission shall have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.

A not-for-profit corporation shall have one or more directors, but a soliciting corporation shall not have fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.

Directors are elected by members. The articles of the cooperative may permit investment shareholders to elect directors by reason of a condition that has been fulfilled; or a fixed number or a percentage of the directors.

Directors are elected by shareholders as prescribed by the type of share that they hold.

Directors are elected by members.

Directors in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the cooperative; and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Every director in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the corporation; and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Directors in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the corporation; and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Voting

A member is entitled to only one vote at a general meeting, regardless of the number of shares he or she holds.

A shareholder is entitled to the number of votes based on the type of share he or she holds in the company.

Generally, a member is entitled to one vote.

Some cooperatives with a large and dispersed membership have a delegate structure for representing members (e.g., one delegate represents multiple members from a geographic district).

Legislation does not permit delegates.

Legislation does not permit delegates.

No proxy voting allowed.

A shareholder may be permitted to vote by proxy for other shareholders.

Absentee voting for example through proxy is permitted.  

Holders of investment shares have restricted voting rights.

Shareholders have voting rights in accordance with the terms of the shares they hold.

Members have the right to vote at any meeting of the members.

Sharing in the Surplus

Cooperative legislation may limit or prohibit the payment of interest on share capital.

There is no limit on share dividend.

Not-for-profit corporations cannot issue dividends or payments of capital to members.

Surpluses may be paid into the reserve and/or to members in the form of patronage returns proportional to the business done by each member with the cooperative.

Dividends on any membership share are limited to the maximum percentage fixed in the articles.

Profits may be distributed in the form of dividends according to the provisions for each class of shares, or reinvested in the company. The value of shares reflects the net value of the corporation.

Surpluses do not belong to individual members but to the organization. They may, therefore, not be redistributed among the members but must be returned in full to the indivisible general reserve of the organization.

Some cooperatives, such as housing, health and day-care cooperatives are structured as non-profit entities. Surpluses are not distributed to members.

N/A

N/A

Some provincial legislation may stipulate that a cooperative's general reserve is indivisible, or divisible in whole or in part.

Shareholders may dispose of all of the assets of the business in accordance with certain legislative provisions.

Legislation and the articles of incorporation may specify how assets are to be disposed upon dissolution.

*This comparison table is generally based on federal corporate statutes (Canada Cooperatives Act, Canada Business Corporations Act, and Not-For-Profit Corporations Act) and may vary by jurisdiction. The purpose of this tool is solely for general comparison and is not intended to be used as legal advice on corporate structures. It is recommended to seek legal counsel for your specific business needs.


Values and Principles of a Co-operative

A distinguishing feature of co-operatives is that they share the same values and guiding principles that are exercised in their governance and operations. The Statement on Co-operative Identity was adopted in 1995 by the General Assembly of the International Co-operative Alliance (ICA) held in Manchester to mark its centennial. The statement is the result of a long process of consultation involving thousands of co-operatives around the world. Many of Canada's governing co-operative Acts refer to the Statement on Co-operative Identity to define the co-operative basis.

Definition

A co-operative is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly owned and democratically controlled enterprise.

Values

Co-operatives are based on the values of self-help, self-responsibility, democracy, equality, equity, and solidarity. In the tradition of their founders, co-operative members believe in the ethical values of honesty, openness, social responsibility, and caring for others.

Principles

The co-operative principles are guidelines by which co-operatives put their values into practice.

1st Principle: Voluntary and Open Membership

Co-operatives are voluntary organizations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political, or religious discrimination.

2nd Principle: Democratic Member Control

Co-operatives are democratic organizations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary co-operatives members have equal voting rights (one member, one vote) and co-operatives at other levels are organized in a democratic manner.

3rd Principle: Member Economic Participation

Members contribute equitably to, and democratically control, the capital of their co-operative. At least part of that capital is usually the common property of the co-operative. They usually receive limited compensation, if any, on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: developing the co-operative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the co-operative; and supporting other activities approved by the membership.

4th Principle: Autonomy and Independence

Co-operatives are autonomous, self-help organizations controlled by their members. If they enter into agreements with other organizations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their co-operative autonomy.

5th Principle: Education, Training and Information

Co-operatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their
co-operatives. They inform the general public - particularly young people and opinion leaders - about the nature and benefits of co-operation.

6th Principle: Co-operation Among Co-operatives

Co-operatives serve their members most effectively and strengthen the co-operative movement by working together through local, national, regional, and international structures.

7th Principle: Concern for Community

Co-operatives work for the sustainable development of their communities through policies approved by their members.

Source: International Co-operative Alliance, 2014.


Structure of a Co-operative

A co-operative is both an association of people and an enterprise. It therefore has two different structures:

structure of an association and and enterprise
Description of image

Image depicts the two structures of a co-operative: 1) the Association and 2) the Entreprise.

The Association is illustrated with four interrelated circles. The largest circle at the top of the image is the general meeting of members. The general meeting flows into three small circles (the elected board of directors and two membership committees).

The Entreprise is illustrated with a large circle, the senior management, from which flows into four small circles with employees in each diagram.

Senior management and the board of directors are linked with a two way arrow.

Source: Alain Bridault, Gérer la vie démocratique d'une coopérative dans la collection Gestion d'une coopérative, Sillery, Québec, ORION Research and Consulting Co-operative, Mars 1998, p. 36.

Articles of Incorporation

A co-operative's articles of incorporation may vary according to federal or provincial legislation. For example, under the Canada Cooperatives Act, your articles of incorporation determine the name of the co-operative, the municipality and province where the co-operative's registered office is, any restrictions of the business or membership classes of the co-operative, membership share capital or member rights, among other provisions. You must submit articles of amendment for any proposed changes regarding your articles of incorporation, continuance, amalgamation or revival.

By-laws

A co-operative's by-laws are like a government's constitution. They define the rights and obligations of each member of the co-operative, and they constitute a legal document. In many cases, they may only be amended by a majority (two-thirds) of the members at a general meeting.

Depending on the legislation, the by-laws must include provisions such as:

Under the federal Act, by-laws are strictly internal to the co-operative. They can be amended internally, according to the procedure set out by the co-operative. For example, at the federal level, neither by-laws nor by-law amendments have to be filed with the government.

The Democratic Structure

A co-operative works according to rules inspired by the rules of parliamentary democracy.

Annual General Meeting

The board of directors must call and organize an annual general meeting. The by-laws may provide for a quorum (number of members or percentage of total members), without which a general meeting may not be held. One member may not vote on behalf of another member (no proxy voting).

In particular, the members at the the annual meeting have exclusive authority to (this can vary by jurisdiction):

Board of Directors

The board of directors governs the co-operative on behalf of members. It usually has exclusive authority to:

Director General

The Director General has the same responsibilities and powers as in a private company, i.e. planning, organizing, directing and controlling the enterprise on a day-to-day basis.

The person in this position must report directly to the board of directors and keep them informed on the activities of the enterprise.

The Director General has the power to hire and fire employees of the enterprise in accordance with the provisions of the by-laws and with the directives and policies issued by the board of directors.


The Seven Steps in Forming a Co-operative

Phase I - Develop the Co-operative Business Idea

Step 1: Assemble a group of interested people

Step 2: Conduct a pre-feasibility study

If this preliminary study is not conclusive, the group should re-evaluate its business idea. If this study shows that the planned co-operative is feasible, the group can proceed to the second phase.

Phase II - Co-ordinate the Pre-Co-operative's Activities

 

Step 3: Hold an organizing meeting

Step 4: Conduct a viability study

If this study concludes that the co-operative's business idea is not financially viable, the group should consider terminating the project. If the study shows that the new co-operative will be financially viable, the group can proceed to the third phase.

Phase III - Organize and Start-up the Co-operative

Step 5: Organize the association

Step 6: Organize the enterprise

Step 6.A: Plan the operation of the enterprise

Step 6.B: Plan and organize the enterprise's start-up financing

Step 6.C: Recruiting and training the enterprise's staff

Step 6.D: Ensure the legality of the enterprise's operations

Step 7: Hold the initial general meeting

Additional Resources

If you are a young entrepreneur looking for advice and guidance, Futureprenuer Canada's moMENTum program may be of interest.


Developing the Business Plan of a New Co-operative

A Working Tool

A business plan is a document that provides a complete description of the co-operative enterprise you wish to form. It describes in detail the products or services that will be produced or sold; the organization of work and management approach; results of the market study and marketing plan; characteristics of the paid and unpaid human resources (the members); equipment and material needed; financing requirements and plan.

The business plan is a working tool that serves two purposes:

The business plan must be written in clear and straightforward language, and be relatively brief (no more than thirty pages, plus appendices), since the people who will consult it before deciding whether or not to invest in your co-operative, loan it money, or give it a grant often have no time to waste. They have to be able to understand your plan and the exact nature of what you are requesting very quickly.

Content of a Business Plan

  1. Summary of the business plan (2 pages maximum)
  2. Brief description of the co-operative (1 page)
    • Name, address of the head office, date formed.
    • Type of co-operative, objectives, number of members.
  3. Analysis of the co-operative's market
    • Brief description of the characteristics of the products or services offered with respect to comparable products and services available on the market.
    • Characteristics of the market: size, parts of the market held by competing enterprises, market segments, market trends.
    • Characteristics of your sales strategy (direct, through third party, shipping costs, etc.).
    • Characteristics of the clientele (members or non-members), age groups, gender, occupation, family income, location, buying habits, etc.
    • The price of your products or services.
  4. Description of products and services
    • Originality of the products and services compared to what is available from the competition, their distinguishing characteristics (include photographs or sketches if necessary).
    • Description of any research and development activities required before these products or services can be marketed (with associated costs and timetable).
    • Description of new products and services development plan.
    • List of legislation that must be complied with and legal authorizations that must be obtained before the products and services can be introduced on the market.
  5. Marketing plan
    • Estimate of sales for the first three years and the market share sought (refer to your detailed market study on which you based your sales objectives; include it as an appendix).
    • List of buyer-members or potential buyers who have already expressed an interest in buying.
    • Description of market segments targeted (size, location, and other characteristics).
    • Description of your strategic market penetration plan and its cost (how you will advertise your products and services, promotion campaign, media publicity, discounted membership prices, etc.).
  6. Operations
    • Advantages of the location of your place of business.
    • Characteristics and costs of the building and equipment already owned, or to be bought or leased (attach a plan if necessary and refer to detailed descriptions in an attachment).
    • Description of the process and methods of producing the products and services.
    • Description of the characteristics of the manpower required (professional qualifications, number, salary costs, etc.).
  7. Management and organization
    • Characteristics of the association's structure and method of operation (division of powers and responsibilities of the various bodies, names of the directors and a brief description of their expertise).
    • Characteristics of the structure (organization chart) and of the enterprise's method of operation (management philosophy, methods of participatory management that will be introduced, names of managers, their qualifications, a description of their duties, their responsibilities and reporting relationships, etc.).
    • Identification of external professional resources with whom you plan to deal (organization specializing in start-up assistance, accounting firm, marketing consultant, trainer, etc.).
  8. Timetable of activities
    • A graph of the timetable for the first three years, with monthly or semi-monthly columns and thick horizontal lines to indicate the beginning, duration and end of the enterprise's major series of operations. Each activity should be coded and a brief description given in a column to the left.
  9. Projected financial statements to include
    • Statement of assets and liabilities for the first three years.
    • Statement of earnings for the first three years.
    • Projected cash budget for the first year, estimate of working capital for the following two years.
    • Break-even point (level of revenue beyond which the co-operative will generate a surplus, after fixed and variable costs are subtracted).
  10. Financing plan
    • Total investment needed for start-up.
    • Short and medium-term investment plan.
    • Source of funds (share capital, external investors, medium-term loans, etc.).
    • Amounts by source, conditions of acquisition (interest, share of surplus, etc.), repayment schedule, security given.
  11. Attachments
    • Articles of Incorporation of the co-operative.
    • By-laws.
    • Data from the market study.
    • Summary of expertise of the main people in charge and a list of members.
    • Letters of support, intention to buy or sell, etc.
    • Any other relevant information that may shed more light on the nature of your operations, equipment needed, manufacturing methods and procedures, etc.

Additional Resources

Find out more information on business plans on the Canada Business and Industry.


Frequently asked questions about co-operatives

What does it mean to incorporate as a co-operative?

The act of incorporating means that the co-operative becomes a legal entity. This means that the co-operative has the same rights as a natural person: it can acquire assets, go into debt, enter into contracts, etc. The act of incorporation limits the liability of a co-operative's members. As a general rule, members are not liable for a co-operative's debts. Finally, raising capital is easier for incorporated entities than for others.

How do I incorporate as a co-operative?

In Canada, you can incorporate your co-operative at the federal or provincial/territorial level. Specific information on the 14 co-operative statutes can be found in this Guide.

How many people are needed to form a co-operative?

The number of people you need to incorporate a co-operative varies according to the legislation governing your co-operative.

For example, federal legislation requires at least three persons to incorporate a co-operative and they must be at least eighteen years of age, of sound mind and not bankrupt. One or more federation(s) of co-operatives can also incorporate a co-operative. Under some provincial and territorial legislation you are obligated to have a minimum of six founding members.

Who owns and controls a co-operative?

A co-operative is both an association of members and an enterprise. The enterprise is essentially owned by the association of members who, based on the principle of “one member, one vote,” have only one vote. Members can vote for the board of directors or delegates from the membership and other important business decisions.

What does it mean to be a member of a co-operative?

Membership in a federally incorporated co-operative is governed by its by-laws. When you become a member of a co-operative it generally means you have access to the co-operative's products or services and you can actively participate in the organization's decision making process such as the right to vote for the board of directors or delegates. In general, members can voluntarily withdraw from a co-operative and be redeemed for membership shares or amounts owed to the members. You can have a membership in more than one co-operative.

Can a co-operative be a non-profit?

Depending on the governing legislation, a co-operative may decide not to distribute surpluses, and in some situations will meet the definition of a non-profit organization, except in Quebec where this possibility does not exist for co-operatives. This is often the case when co-ops aim to address social needs, such as housing, day care, and health care co-operatives. Co-operatives can also obtain registered charitable status should they meet all the necessary requirements.

How does a co-operative distribute its profits?

Instead of generating a profit for investors, co-operatives try to provide services to their members at the lowest possible cost. In general, the surplus (gross income less expenses) generated through business operations is either reinvested in the organization or is redistributed to the members in the form of patronage refunds. Patronage refunds are calculated in proportion to a member's use of the services provided by the co-operative, not the amount they have invested in the co-operative. In 2009, non-financial co-operatives in Canada paid approximately $396 million in patronage dividends to their members.

Typically, a co-operative operating on a non-profit basis must clearly state in its Articles of Incorporation that it will not distribute surplus to its members. In this case, the surplus is usually allocated to the general reserve in order to complete its stated objective and in order to qualify for income tax exempt status.

Why would I choose to form a co-operative business?

If you are attempting to meet an economic or social need that cannot be met by individuals acting alone and would prefer to address collectively, the co-operative option could prove to be the best legal choice because it is an organizational tool designed to meet the needs, and facilitate the operations, of both small and large groups of people. For example, you might be looking for a way to obtain affordable quality housing, or access to high-speed internet, or any other product or service unavailable in your region.

The co-operative model may also be suitable for your business needs if you are considering keeping a local business open or trying to achieve greater sustainability and corporate social responsibility goals.

It is always recommended to seek the advice of your legal counsel in order to meet your specific business needs.

Is there data on co-operatives in Canada?

Yes. The Government of Canada surveys non-financial co-operatives and publishes the data on the Research data about co-operatives webpage.

Are there federal programs or services available to co-operatives?

Yes. There are a variety of programs and services available to start or develop your co-operative. You can find some of these resources on the Canada Business and industry.

Is there sector support for co-operatives in Canada?

Yes. There is sector support at the national and provincial level throughout Canada. Co-operatives and Mutuals Canada is the national, bilingual organization that represents all co-operatives and mutuals in Canada. Find more resources, information, and provincial associations by visiting the Co-operatives and Mutuals Canada website. You can find provincial co-operative sector support organizations in the legislative section of this guide.

How do co-operatives capitalize their operations?

Member shares are typically the first source of capital in a co-operative. Some provincial legislation may determine the dollar value of a co-op share (e.g. 10 dollars), but the co-op's by-laws will then determine the minimum number of $10 shares each member must purchase, so as to meet the capital requirements for start-up. Member shares establish co-ownership of the enterprise and grant one vote per member.

Preferred shares are sometimes issued by co-operatives—both to members and/or non-members—although this type of share does not offer title of co-ownership or voting privilege as does a member share.

Investment shares are now allowed by most co-operative legislation, and they can be issued to members and non-members, sometimes only made available to members. The co-operative can then allocate a portion of its surplus as dividends on those shares. Investment shares generally do not confer voting privilege, and the legislation may place a limit on the percentage of share capital that can be held by non-members.

What is the economic contribution of co-operatives to the Canadian economy?

In Canada, 9,000 non-financial and financial co-operatives accounted for a combined $266 billion in assets, $47 billion in volume of business, and 156,000 employees (Industry Canada, 2009).

Does a co-operative perform as well as a traditional private enterprise?

Co-operatives have been competing successfully in the Canadian marketplace for almost a century, many of them leaders in their industries. As in all businesses, however, co-op performance depends on good management and the ability to adapt and innovate in a changing economy.

Information on Canada's Top 50 Non-financial Co-operatives can be found on the Research webpage.


Federal

Canada Cooperatives Act

The Canada Cooperatives Act (S.C. 1998, c. 1) and Canada Cooperatives Regulations (SOR/99-256) govern the incorporation, operation and liquidation of non-financial cooperatives that carry on business in more than one jurisdiction, in other words cooperatives that carry on their business in two or more provinces and have a fixed place of business in more than one province.

The Act establishes the rules for the incorporation of cooperatives, content and adoption of by-laws, composition of capital (member shares, investment shares, loan capital), holding of meetings (annual, special or meetings of investment shareholders), composition and operation of the board of directors, and form and content of records to be kept (articles, by-laws, list of members, investment shareholders, etc). The Act sets out requirements for the audit and filing of financial statements. It also defines the terms and conditions governing the amalgamation, liquidation and dissolution of a cooperative.

Definition of Cooperative Basis

A cooperative is organized and operated and carries on its business on a cooperative basis if:

Incorporation Requirements

Membership Terms and Conditions

Capital Structure

Composition of the Board of Directors

There must be at least three directors or a larger minimum number provided in the articles of incorporation.

Special Provisions for Specific Cooperative Sectors

Resources and Support

Government

Innovation, Science and Economic Development Canada is responsible for applying the Canada Cooperatives Act and incorporating cooperatives at the federal level. Corporations Canada is the agency that regulates federal corporations in Canada, including non-financial cooperatives. Information and forms are available on its website. Corporations Canada examines applications to ensure they are complete and valid. The agency then analyzes the applications to ensure they comply with the Canada Cooperatives Act and issues certificates of incorporation.

A number of programs and services that help with the development of your cooperative can be found on the Canada Business and industry.

To submit an application in accordance with the Canada Cooperatives Act:

Corporations Canada
By mail or in person:
Jean Edmonds Building, South Tower, 9th floor
365 Laurier Avenue West
Ottawa, Ontario
K1A 0C8
Fax: Toll-free (in Canada): 1-877-568-9922;
(National Capital Region or abroad): 613-941-4803
Email: ic.corporationscanada.ic@canada.ca

This guide provides analysis, advice and support to promote co-operative business innovation and growth in Canada.

Strategic Policy Branch, Strategic Policy Sector
Innovation, Science and Economic Development Canada
235 Queen Street
Ottawa, Ontario  K1A 0H5
Telephone: 613-954-5031 (Toll-free) 1-800-328-6189
Fax: 613-954-2340
Email: ic.info-info.ic@canada.ca

Cooperative Sector Organizations

Co-operatives and Mutuals Canada  (CMC) is the national association representing co-operative and mutual businesses, sector federations and provincial associations. CMC activities are targeted at helping co-operatives and mutuals form, develop and thrive in their communities. In addition, most provinces and territories have co-operative associations and/or conseils who provide information about starting up and growing your co-operative as well as general information on incorporating as a co-operative specific to each province (see listings under each province).  For a more comprehensive list of these organizations and other links for co-operative information and support, please refer to CMC's online services.

Co-operatives and Mutuals Canada (CMC)
275 Bank Street, Suite 400
Ottawa, Ontario
K2P 2L6
Telephone: 613-238-6712
Fax: 613-567-0658
Email: info@canada.coop

CoopZone Developers' Network Co-operative
c/o Canadian Workers Co-operative Federation
#104, 402 - 30th Ave. NE
Calgary, Alberta T2E 2E3
Telephone: (403) 276-8250

This guide provides general information on co-operatives.  The specific policies, regulations and laws are briefly explained and accurate as of August 2014.  Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


Yukon

Cooperative Associations Act

The requirements and procedures for incorporating and operating all types of cooperative associations are set out in the Cooperative Associations Act (R.S.Y., 2002, Chapter 43), the Cooperative Associations Regulations (O.I.C. 1980/301) and the prescribed schedule entitled “Incidental and Ancillary Powers of an Association” (O.I.C. 1988/192).

Where relevant, sections 209 to 230 of the Business Corporations Act (Part 17 – Liquidation and Dissolution) [PDF document] apply.

The Act sets out the general terms and conditions for the incorporation, operation and dissolution of any cooperative. The Regulations concerning cooperatives include standard by-laws.

Definition of Cooperative Basis

Although there is no definition as such in the Act, the following elements are part of the cooperative system. A cooperative association, established with or without share capital, brings together people who have decided to form an association in order to operate or carry on a business, enterprise or industry on a cooperative basis.

Incorporation Requirements

Membership Terms and Conditions

Capital Structure

Composition of the Board of Directors

Special Provisions for Specific Cooperative Sectors

None

Resources and Support

 

Government

The Minister of the Department of Community Services is responsible for administering the Act. Corporate Affairs promotes and supports business development by providing information and services for businesses and the public. The Registrar of Cooperative Associations is responsible for incorporating cooperative associations and enforces the Act and Regulations. The Registrar may approve, amend or reject articles of incorporation and by-laws, in whole or in part. The Registrar may also investigate the internal affairs of the association and report to the Minister.

The following steps are required to incorporate a cooperative association:

If the documents are deemed to comply with the Act, the Registrar registers them and issues a certificate of association. The Registrar also has a notice published in the appropriate manner and at the appropriate time and place (the association must pay for the cost of publication).

Corporate Affairs
307 Black Street, 1st Floor 
Whitehorse, Yukon
Y1A 2N1  
Telephone: 867-667-5314 (Toll-free in the Yukon): 1-800-661-0408, extension 5314
Fax: 867-393-6251
Email: corporateaffairs@gov.yk.ca

Mailing address:

Box 2703 (C-6)
Whitehorse, Yukon  Y1A 2C6

Cooperative Sector Organizations

A list of national organizations providing information and services about starting up or growing your co-operative can be found in the federal co-operative section of the guide.

This guide provides general information on co-operatives. The specific policies, regulations and laws are briefly explained and accurate as of June, 2014. Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


Northwest Territories

Co-operative Associations Act

The requirements and procedures for the incorporation and operation of co-operatives in the Northwest Territories are laid out in the Co-operative Associations Act, RSNWT 1988, c. C-19, which governs all types of co-operatives in the NWT except credit unions.

This territory's current Co-operative Associations Act was declared in 1988 with the last amendments in 2012. The Act provides for the incorporation, examination, supervision and inspection of enterprises whose primary purpose is to provide services to member/owners on a co-operative basis and whose gains are distributed to members in proportion to their patronage of the co-operative.

Definition of Co-operative Basis

An organization must be incorporated under the Co-operative Associations Act of 1988, in order to be called a co-operative. Although the Act doesn't define ‘co-operative basis', the following are key co-operative features under the Act.

Incorporation Requirements

Membership Terms and Conditions

Capital Structure

Requirements for the Board of Directors

Special Provisions for Particular Types of Co-operatives

There are special provisions for federations of co-operatives in Part II of the Act.

Resources and Support

 

Government

The requirements for incorporation, outlined in the Act, are administered by the Supervisor of Co-operatives, with NWT Industry, Tourism and Investment. Incorporation requirements and instructions are available online from the Corporate Registry, Department of Justice. This includes a sample memorandum of association and standard bylaws as well as the Act and Regulations. Once the co-operative has satisfied the requirements, the Registrar will issue a certificate of incorporation.

Supervisor of Co-operative Associations
Industry, Tourism and Investment
Government of the Northwest Territories
P.O. Box 1320
Yellowknife, Northwest Territories
X1A 2L9
Telephone: 867-873-7361

Co-operative Sector Support

The following provincial organization can provide you with specialized information about starting up and growing your co-operative as well as general information on incorporating as a co-operative in the Northwest Territories. In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

Arctic Co-operatives Ltd.
1645 Inkster Boulevard
Winnipeg, Manitoba
R2X 2W7
Telephone: 204-697-1625
Fax: 204-697-1880
Email:  info@ArcticCo-op.com

This guide provides general information on co-operatives.  The specific policies, regulations and laws are briefly explained and accurate as of August 2014.  Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


British Columbia

Cooperative Association Act

The requirements and procedures for the incorporation and operation of cooperative associations in British Columbia are laid out in the Cooperative Association Act, SBC, 1999, Chapter 28, which governs all types of cooperative associations in British Columbia except credit unions.

The province's current Cooperative Association Act (the Act) was assented to in 1999. The Act provides for the registration, incorporation and inspection of enterprises whose primary purpose is to provide services to member/owners on a cooperative basis. It is broad, inclusive legislation which lays out the regulations and procedures regarding how cooperative associations are incorporated / registered and operate in this province.

Definition of Cooperative Basis

An organization must be incorporated under the Act , in order to be called a cooperative association. The key minimum legal requirements to incorporate and operate as a cooperative association in British Columbia include the following:

Incorporation Requirements

Membership Terms and Conditions

Capital Structure

Requirements for the Board of Directors

Special Provisions for Particular Types of Co-operatives

There are special provisions in Part 11 of the Act for the following types of co-operatives:

Resources and Support

 

Government

The requirements for incorporation, outlined in the Act, are administered by the BC Registry Services.

To assist with incorporation, BC Registry Services provides an online Guide, Incorporating a Cooperative Association in British Columbia which includes the requirements for the memorandum of association, rules of the association (commonly called by-laws in other jurisdictions), name search and other information. The Cooperative Association Act, Regulations (new link) and the Extraprovincial Associations and Corporations from a Designated Province Regulation are available online.

Once the association has satisfied the requirements, the Registrar issues a Certificate of Incorporation.

BC Registry Services
200 - 940 Blanshard Street
Victoria, British Columbia
V8W 3E6
Telephone: (Toll Free) 1-877-526-1526

Mailing address for Incorporation Documents:
Corporate Registry
P.O. Box 9431 Stn Prov Govt
Victoria, British Columbia
V8W 9V3

Co-operative Sector Support

The following provincial organization can provide you with specialized information about starting up and growing your co-operative as well as general information on incorporating as a co-operative in British Columbia. In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

BC Co-operative Association
1737 West 3rd Avenue, Suite 212
Vancouver, British Columbia
V6J 1K7
Telephone: 604-662-3906 
Fax: 604-662-3968
Email: general@bcca.coop

This guide provides general information on co-operatives. The specific policies, regulations and laws are briefly explained and accurate as of August 2014.  Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


British Columbia

Cooperative Association Act

The requirements and procedures for the incorporation and operation of cooperative associations in British Columbia are laid out in the Cooperative Association Act, SBC, 1999, Chapter 28, which governs all types of cooperative associations in British Columbia except credit unions.

The province's current Cooperative Association Act (the Act) was assented to in 1999. The Act provides for the registration, incorporation and inspection of enterprises whose primary purpose is to provide services to member/owners on a cooperative basis. It is broad, inclusive legislation which lays out the regulations and procedures regarding how cooperative associations are incorporated / registered and operate in this province.

Definition of Cooperative Basis

An organization must be incorporated under the Act , in order to be called a cooperative association. The key minimum legal requirements to incorporate and operate as a cooperative association in British Columbia include the following:

Incorporation Requirements

Membership Terms and Conditions

Capital Structure

Requirements for the Board of Directors

Special Provisions for Particular Types of Co-operatives

There are special provisions in Part 11 of the Act for the following types of co-operatives:

Resources and Support

 

Government

The requirements for incorporation, outlined in the Act, are administered by the BC Registry Services.

To assist with incorporation, BC Registry Services provides an online Guide, Incorporating a cooperative association in British Columbia which includes the requirements for the memorandum of association, rules of the association (commonly called by-laws in other jurisdictions), name search and other information. The Cooperative Association Act, Regulations and the Extraprovincial Associations and Corporations from a Designated Province Regulation are available online.

Once the association has satisfied the requirements, the Registrar issues a Certificate of Incorporation.

BC Registry Services
200 - 940 Blanshard Street
Victoria, British Columbia
V8W 3E6
Telephone: (Toll Free) 1-877-526-1526

Mailing address for Incorporation Documents:
Corporate Registry
P.O. Box 9431 Stn Prov Govt
Victoria, British Columbia
V8W 9V3

Co-operative Sector Support

The following provincial organization can provide you with specialized information about starting up and growing your co-operative as well as general information on incorporating as a co-operative in British Columbia. In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

BC Co-operative Association
1737 West 3rd Avenue, Suite 212
Vancouver, British Columbia
V6J 1K7
Telephone: 604-662-3906 
Fax: 604-662-3968
Email: general@bcca.coop

This guide provides general information on co-operatives. The specific policies, regulations and laws are briefly explained and accurate as of August 2014.  Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


Alberta

Cooperatives Act

The requirements and procedures for the incorporation and operation of co-operatives in Alberta are laid out in the Cooperatives Act, SA, 2001, Chapter C-28.1, which governs all types of co-operatives in Alberta except utility co-operatives and credit unions.

This province's current Cooperatives Act was declared in 2001. The Act provides for the incorporation, inspection and supervision of enterprises whose primary purpose is to provide services to member/owners on a co-operative basis and whose gains are distributed to members in proportion to their patronage of the co-operative.

Definition of Co-operative Basis

An organization must be incorporated under the Cooperatives Act of 2001, in order to be called a co-operative.  The key minimum legal requirements to incorporate and operate as a co-operative in Alberta include the following:

Incorporation Requirements

Membership Terms and Conditions

Capital Structure 

Requirements for the Board of Directors

Special Provisions for Particular Types of Co-operatives

Part 18 of the Act prescribes special provisions for the following types of co-operatives.

Other

Rural utility co-operatives are incorporated under the Rural Utilities Act, RSA, 2000 Chapter R-21. Some co-operatives such as United Farmers of Alberta are governed by their own Acts.

Resources and Support

 

Government

The requirements for incorporation, outlined in the Cooperatives Act, are administered by the Director of Co-operatives, with Service Alberta.  To assist with incorporation, Service Alberta provides a website which includes the requirements for the articles of incorporation, name search and other information and Cooperatives Regulations. Once the co-operative has satisfied the requirements, the Director issues a certificate of incorporation.

Service Alberta
Director of Cooperatives
3C, Commerce Place
10155 - 102 Street
Edmonton, Alberta
T5J 4L4
Telephone: Edmonton 780-427-5210 (Toll free in Alberta), dial 310-0000
Email:  SA.Business Licensing

Co-operative Sector Support

The following provincial organizations can provide you with specialized information about starting up and growing your co-operative as well as general information on incorporating as a co-operative in Alberta. In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

Alberta Community and Co-operative Association
#202, 5013 – 48 Street
Stony Plain, Alberta
T7Z 1L8
Telephone: 780-963-3766
Fax: 780-968-6733

Le Conseil de développement économique de l'Alberta
Bureau 140, 8627, rue Marie-Anne-Gaboury
Edmonton, Alberta
T6C 3N1
Telephone: 780-414-6125
Fax: 780-414-2885

This guide provides general information on co-operatives.  The specific policies, regulations and laws are briefly explained and accurate as of August 2014.  Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


Saskatchewan

Co-operatives Act

The requirements and procedures for the incorporation and operation of co-operatives in Saskatchewan are laid out in The Co-operatives Act, SS, 1996, Chapter C-37.3, which governs all types of co-operatives in Saskatchewan except new generation co-operatives and credit unions.

This province's current Co-operatives Act was declared in 1996 and most recently amended in 2013. The Act provides for the registration, incorporation and inspection of enterprises whose primary purpose is to meet the social, cultural or economic needs of members or the community on a co-operative basis. It is broad, inclusive legislation which lays out the regulations and procedures regarding how co-operatives are registered and operate in this province.

Definition of Co-operative Basis

An organization must be incorporated under the Co-operatives Act of 1996, in order to be called a co-operative.  The key minimum legal requirements to incorporate and operate as a co-operative in Saskatchewan include the following:

Incorporation Requirements

Membership Terms and Conditions

Capital Structure

Requirements for the Board of Directors

Special Provisions for Particular Types of Co-operatives

There are special provisions in the Act for the following types of co-operatives:

Other

New Generation co-operatives are incorporated under The New Generation Co-operatives Act.

Resources and Support

 

Government

Saskatchewan has recently undergone a transition with respect to the way in which the Corporate Registry has been administered. The Corporate Registry was initially transferred from the Ministry of Justice to Information Services Corporation (ISC) on October 1, 2010. At the time, ISC was the provincial Crown corporation responsible for land titles, vital statistics, personal property, surveys and related geographic information.

On May 31, 2013, ISC was privatized. Consequently, the Office of Public Registry Administration (OPRA) was established in the Ministry of Justice. OPRA has oversight and responsibility for the Corporate Registry while ISC, as a Saskatchewan business corporation, acts as the service provider for the management and operation of the Corporate Registry.

Accordingly, the requirements for the incorporation of co-operatives, outlined in the Act, are handled by Information Services Corporation. To assist with incorporation, the Corporate Registry at ISC provides Co-operatives Act general information and an Incorporation Kit [PDF document] which includes the requirements for the articles of incorporation, name search and other information. Once the co-operative has satisfied the requirements, the Registrar issues a certificate of incorporation.  Both The Co-operatives Act, 1996 and The Co-operatives Regulations, 1998 [PDF document] are available online.

Office of Public Registry Administration  
(oversight/responsibility for Corporate Registry)
Registrar of Co-operatives
1110 – 1874 Scarth Street  
Regina, Saskatchewan
S4P 4B3
Telephone: 306-798-1202
Fax: 306-787-5830    
Email:  corporateregistry@isc.ca

Information Services Corporation
(manages and operates the Corporate Registry)
Corporate Registry
1301 1st Avenue
Regina, Saskatchewan
S4R 8H2
Telephone: 306-787-2962
Fax: 306-787-8999

Co-operative Sector Support

The following provincial organizations can provide you with specialized information about starting up and growing your co-operative as well as general information on incorporating as a co-operative in Saskatchewan.  In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

Saskatchewan Co-operative Association
1515 20th Street West
Saskatoon, Saskatchewan
S7M 0Z5
Telephone:  306-244-3702
Fax: 306-244-2165
Email: sca@sask.coop

Conseil de la Coopération de la Saskatchewan
1440, 9 Avenue North, Suite 205
Regina, Saskatchewan
S4R 8B1
Telephone: 306-566-6000
Fax: 306-757-4322
Email: info@ccs-sk.ca

This guide provides general information on co-operatives. The specific policies, regulations and laws are briefly explained and accurate as of August 2014.  Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


Manitoba

Cooperatives Act

The Cooperatives Act(C.C.S.M. c. C223) and the Cooperatives Regulation govern the incorporation and operation of all types of cooperatives (with or without share capital), except for credit unions.

The Act establishes the rules for incorporation, adoption of by-laws, structure of capital (member shares, investment shares, patronage shares and loan capital), overissue, payment of interest or dividends, membership terms and conditions, holding of board meetings (annual or special), composition and operation of the board of directors, and form and content of records to be kept (articles, by-laws, etc). The Act sets out requirements for the audit and filing of financial statements. It also defines the terms and conditions governing the amalgamation, liquidation and dissolution of a cooperative.

Definition of the Cooperative Basis

A cooperative is organized and operated, and carries on business, on a cooperative basis if:

Incorporation Requirements

Membership Terms and Conditions

Capital Structure

Composition of the Board of Directors

Special Provisions for Specific Cooperative Sectors

Resources and Support

 

Government

Co-operative Development Services, a branch of Housing and Community Development, provides services and programs for cooperatives. Financial aid programs are provided by the Co-operative Loans and Loans Guarantee Board and the Cooperative Promotion Board.

The Financial Institutions Regulation Branch provides online forms for cooperatives (in French and English) and model by-laws. The Registrar of Cooperatives is responsible for incorporating cooperatives and ensures compliance with the Act and Regulation. It may approve, amend or reject the articles of incorporation and by-laws in whole or in part.

The following steps are required to incorporate a cooperative:

Registrar of Cooperatives

Financial Institutions Regulation Branch
405 Broadway, Suite 1115
Winnipeg, Manitoba
R3C 3L6
Telephone: 204-945-4466 or (Toll-free) 1-800-282-8069
Email: coop-cu@gov.mb.ca

Housing and Community Development Manitoba
Co-operative Development Services
352 Donald Street, 4th Floor
Winnipeg, Manitoba
R3B 2H8
Telephone: 204-945-3379 (Toll-free) 1-866-479-6155
Fax: 204-948-1065
Email: co-ops@gov.mb.ca

Co-operative Sector Support

The following provincial organization can provide you with specialized information about starting up and growing your co-operative as well as general information on incorporating as a co-operative in Manitoba.   In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

Conseil de développement économique des municipalités bilingues du Manitoba (CDEM)
614 Des Meurons Street, Suite 200
Winnipeg, Manitoba
R2H 2P9
Telephone: 204-925-2320 (Toll-free) 1-800-990-2332
Fax: 204-237-4618

Manitoba Co-operative Association Inc (MCA)
317 Donald Street, Suite 400
Winnipeg, Manitoba
R3B 2H6
Telephone: 204-989-5930
Fax:
204-885-8515
Email: info@manitoba.coop

This guide provides general information on co-operatives.  The specific policies, regulations and laws are briefly explained and accurate as of August 2014.  Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


Ontario

Co-operative Corporations Act

The Co-operative Corporations Act (R.S.O. 1990, Chapter C.35) and its Regulation (R.R.O. 1990, Regulation 178) govern the incorporation, operation and liquidation of all types of co-operatives (with share capital or without share capital), with the exception of caisse populaires.

The Act establishes rules for the incorporation and naming of co-operatives (exclusive use of the word “cooperative” or “co-operative”), as well as the adoption of by-laws, composition of capital (common shares, preference shares, loan capital), distribution of surplus, payment of dividends, determination of member status (membership, rights and responsibilities), holding of meetings (annual or general), composition and operation of the board of directors, and form and content of records to be kept (articles of incorporation, by-laws, register of transfers, list of members and security holders, etc.). The Act sets out requirements for the audit and filing of financial statements and for the maintenance of co-operative status. It also defines the terms and conditions governing the amalgamation or dissolution of a co-operative (for liquidation, see the Business Corporations Act).

Apart from the legal obligation to conduct at least half of its business with members, the Act does not regulate the co-operative's day-to-day operations or the by-laws adopted by its members.

Definition of Co-operative Basis

“Co-operative means a corporation carrying on an enterprise on a co-operative basis.”

Requirements for Incorporation

Membership Terms and Conditions

Structure of Capital

Composition of the Board of Directors

Specific provisions for Specific Co-operative Sectors

Other

Resources and Support

 

Government

The Financial Services Commission of Ontario (FSCO) registers organizations conducting business as a co-operative under the Co-operative Corporations Act. A number of publications and forms for establishing a co-operative corporation are available on the FSCO's website.  

FSCO issues certificates of incorporation for co-operative corporations with or without share capital. When required, it reviews prospectuses for the sale of a co-operative's securities (common and preference shares, member loans, obligations, debentures and other debt securities) before issuing a receipt for the sale of the securities.

The following must be done in order to incorporate a co-operative:

After receiving its certificate of incorporation, the co-operative has 60 days to register with the Ministry of Government Services by filling out an Initial Notice (007-07200) form.

Licensing and Market Conduct Division
Financial Services Commission of Ontario
5160 Yonge Street 
Box 85, 4th Floor 
Toronto, ON
M2N 6L9
Telephone: 416-250-7250 or (Toll-free) 1-800-668-0128 
Fax: 416-226-7838
Email: contactcentre@fsco.gov.on.ca

Co-operative Sector Support

The following provincial organization can provide you with specialized information about starting up and growing your co-operative as well as general information on incorporating as a co-operative in Ontario.  In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

Conseil de la coopération de l'Ontario (French website)
Head Office – Eastern Region Office
435 St. Laurent Blvd., Suite 201
Ottawa, Ontario
K1K 2Z8
Telephone: 613-745-8619 or (Toll-free) 1-866-290-1168
Fax: 613-745-4649
Email: info@cco.coop

Northern Region Office
10 Elm Street, Suite 604
Sudbury, Ontario P3C 1S8
Telephone: 705-560-1121 
Email: info@cco.coop

Toronto Office
192 Spadina Avenue, Office 212
Toronto, Ontario, M5T 2C2
Telephone: 416-364-4545
Email : info@cco.coop

Ontario Co-operative Association
450 Speedvale Avenue West, Suite 101
Guelph, Ontario N1H 7Y6
Telephone: 519-763-8271(Toll-free) 1-888-745-5521 (within North American Only)
Fax: 519-763-7239
Email: info@ontario.coop

This guide provides general information on co-operatives.  The specific policies, regulations and laws are briefly explained and accurate as of August 2014.  Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


Quebec

Cooperatives Act

The Cooperatives Act (RSQ, c. C-67.2) and the Regulation under the Cooperatives Act (c. C-67.2, r.1) govern the incorporation, operation and liquidation of non-financial cooperatives.

The Cooperatives Act defines the rules related to the incorporation of cooperatives, composition of share capital, definition of the status of members, holding of meetings (annual, special or meetings of investment shareholders), composition and operation of the board of directors, and form and content of by-laws that the cooperative must adopt (first by-law, by-laws covering internal governance, loans and securities, etc). The Act sets out the records to be kept, audit requirements and the method for distributing an operating surplus or surplus earnings. It also defines the terms and conditions governing the amalgamation, liquidation and dissolution of a cooperative. Finally, the Act contains provisions applicable to federations and confederations of cooperatives.

The Regulation under the Cooperatives Act includes provisions concerning the name of the cooperative, the form and content of financial statements, audit, operations with members (at least 50% of total operations) and the calculation method for the various cooperative categories and prescribed rights.

Definition of Cooperative Basis

“A cooperative is a legal person in which persons or partnerships having economic, social and cultural needs in common unite for the prosecution of an enterprise according to the rules of cooperative action to meet those needs.”

Incorporation Requirements

Membership Terms and Conditions

Capital Structure

Composition of the Board of Directors

Special Provisions for Specific Cooperative Sectors

Resources and Support

Government

Through the Cooperative Development Directorate, the Department of Finance and Economy (MFE) administers the Cooperatives Act (RSQ, c. C-67.2) and the Regulation under the Cooperatives Act. It also manages the Entente de partenariat relative au développement des coopératives and two fiscal measures: the Régime d'investissement coopératif (RIC) and Ristourne à impôt différé (RID).  Cooperatives have access to IMPLIQ Financing administered by Investissement Québec.

The website of the Direction du développement des coopératives (French website) includes the various forms needed to incorporate cooperatives and other relevant information, including “Outils COOP” tools, which provide details on the incorporation, organization and operation of the different types of cooperatives.

To apply for incorporation, the following forms and applicable fee must be submitted:

When an application for constitution is received, the Minister notifies the Conseil de la coopération et de la mutualité du Québec (CQCM) (French website) and sends it copies of the articles and application. No later than 15 days after the copies are sent, or as soon as the Conseil responds to the notification, the Minister may, if deemed timely, constitute the cooperative.

Économie, Innovations et Exportations (French website)
Cooperative Development Directorate
710 Place D'Youville, 7th Floor
Quebec City, Quebec
G1R 4Y4
Telephone: 418-691-5978 (Toll-free) 1-866-680-1884

Co-operative Sector Support

The following provincial organizations can provide you with additional co-operative information and support. In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

Conseil de la coopération et de la mutualité du Québec (CQCM) (French only)
5955, rue Saint-Laurent, bureau 204
Lévis, Quebec
G6V 3P5
Telephone: 418-835-3710
Fax: 418-835-6322
Email: info@coopquebec.coop

Fédération des coopératives de développement régional du Québec (French only)
Édifice Promutuel
1528 Avenue Jules-Verne, 3e étage
Québec City, Quebec
G2G 2R5
Telephone: 418- 656-1335
info@FCDRQ.coop

This guide provides general information on co-operatives. The specific policies, regulations and laws are briefly explained and accurate as of August 2014.  Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


New Brunswick

Co-operative Associations Act

The requirements and procedures for the incorporation and operation of non-financial co-operative associations in New Brunswick are set out in the Co-operative Associations Act (S.N.B. 1978, C-22.1) and the Co-operative Associations Regulation (New Brunswick Regulation 82-58).

The purpose of this Act is to provide for the incorporation, inspection, examination and supervision of associations operated on a co-operative basis. It specifies which types of co-operative associations may be incorporated: either an association with capital split up into shares, termed as “an association limited by shares”, or an association without capital split up into shares, termed as “an association limited by membership”. It includes provisions regarding democratic management (meetings, board of directors, sub-committees), the financial structure, membership terms and conditions, audit and procedures governing amalgamation, dissolution and liquidation. The contents of by-laws are described in the Co-operative Associations Regulation - Co-operative Associations Act.

Definition of Co-operative Basis

A co-operative is an association of persons who have willingly associated themselves for the purpose of meeting their aspirations and common economic, social and cultural needs by establishing a shared enterprise with democratic control. A co-operative association operates on a co-operative basis as follows:

Incorporation Requirements

Terms and Conditions of Membership

Capital Structure

Composition of the Board of Directors

Special Provisions for Specific Cooperative Sectors

Resources and Support

Government

The Financial Institutions Division of the Financial and Consumer Services Commission is responsible for administering the Co-operative Associations Act through the Inspector of Co-operatives.  Forms for incorporating co-operative associations are available on the websites of Service New Brunswick and the Commission.

To incorporate an association, an application for letters of incorporation must be submitted to the Inspector of Co-operatives. The Inspector ensures that the documents comply with the provisions of the Act and issues the letters of incorporation attesting to the incorporation of the association.

The following steps are required to incorporate a cooperative:

Financial and Consumer Services Commission
Financial Institutions Division
Kings Place
440 King Street, Room 637, Floor 6
Fredericton, New Brunswick
E3B 5H8
Telephone: 506-453-2315
Fax: 506-453-7474
Email: info@fcnb.ca

Co-operative Sector Support

The following provincial organizations can provide you with specialized information about starting up and growing your co-operative as well as general information on incorporating as a co-operative in New Brunswick. In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

Coopérative de développement régional-Acadie (CDR-Acadie) (French only)
220-212, St. Pierre Boulevard West
Caraquet, New Brunswick
E1W 1A5
Telephone: 506-727-6377
Fax: 1-866-264-6405
Email: info@cdracadie.ca

Co-operative Enterprise Council of New Brunswick (CECNB)
P.O. Box 1105
Salisbury, New Brunswick
E4J 3E2
Telephone: 506-227-9607
Email: info@cecnb.ca

This guide provides general information on co-operatives.  The specific policies, regulations and laws are briefly explained and accurate as of August 2014.  Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


Nova Scotia

Co-operative Associations Act

The requirements and procedures for the incorporation and operation of co-operatives in Nova Scotia are laid out in the Co-operative Associations Act, Chapter 98 R.S.N.S., 1989 which governs all types of co-operatives in Nova Scotia except credit unions.

The purpose of this Act is to provide for the incorporation, inspection, examination and supervision of co-operatives whose primary purpose is to provide services to its members and which belongs to the people who use the service, the control of which rests equally with all the members, and the gains from which are distributed among the members in proportion to their use of the co-operative services. The Act also provides for by-laws, withdrawal, exclusion, meetings of members, contracts, borrowing, distribution of earnings, audits, amalgamation, dissolution, liquidation and offences.

Definition of Co-operative Basis

An organization must be incorporated under the Co-operative Associations Act of 1989, in order to be called a co-operative. The key minimum legal requirements to incorporate and operate as a co-operative in Nova Scotia include the following:

Incorporation Requirements

Membership Terms and Conditions

Capital Structure

Board of Director Requirements

Special Provisions for Particular Types of Co-ops

Resources and Support

 

Government

The requirements for incorporation, outlined in the Act, are administered by Service Nova Scotia and Municipal Relations, through the Co-operatives Administration Branch.

To assist with incorporation, the Nova Scotia Co-operatives Branch provides online templates for the articles of incorporation and bylaws for the various types of co-ops, i.e. share-based, membership fee, for profit and non-profit. For Profit Incorporation Template[PDF document] - Not-For-Profit Incorporation Template [PDF document].

Prior to incorporation a name search and name approval is required. The forms for the NUANS name search are available on the website of the Co-operatives Branch. Once the name is approved, the articles and bylaws are submitted to the Inspector of Co-operatives with the required fees. On approval by the Inspector of Co-operatives, the Registrar issues a certificate of incorporation to the co-op.

Co-operatives Administration
Service Nova Scotia and Municipal Relations
15 Alderbrook Drive
Truro Heights, Nova Scotia
B6L 0C4
Telephone: 902-893-6190
Fax: 902-893-6264
Email: nscoop@gov.ns.ca

Co-operative Sector Support

The following provincial organizations can provide you with specialized information about starting up and growing your co-operative as well as general information on incorporating as a co-operative in Nova Scotia. In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

Conseil Coopératif Acadien de la N.-É.
15122 Cabot Trail
P.O. Box 667
Cheticamp, Nova Scotia
B0E 1H0
Telephone: 902-224-2205
Email: coopacadien@ns.sympatico.ca

Nova Scotia Co-operative Council
P.O. Box 1872
347C Willow Street
Truro, Nova Scotia
B2N 6C7
Telephone: 902-893-8966
Fax: 902-895-0109
Email: info@novascotia.coop

This guide provides general information on co-operatives. The specific policies, regulations and laws are briefly explained and accurate as of August 2014. Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


Prince Edward Island

Co-operative Associations Act

The requirements and procedures for the incorporation and operation of co-operatives in Prince Edward Island are laid out in the Co-operative Associations Act, RSPEI 1988, Chapter C-23, which governs all types of co-operatives in PEI except credit unions.

The Act provides for the incorporation, examination, supervision and inspection of enterprises whose primary purpose is to provide services to member/owners on a co-operative basis and whose gains are distributed to members in proportion to their patronage of the co-operative.

Definition of Co-operative Basis

An organization must be incorporated under the Co-operative Associations Act of 1988, in order to be called a co-operative. The key minimum legal requirements to incorporate and operate as a co-operative in Prince Edward Island include the following:

Incorporation Requirements

Membership Terms and Conditions

Capital Structure

Requirements for the Board of Directors

Special Provisions for Particular Types of Co-operatives

Resources and Support

 

Government

The requirements for incorporation, outlined in the Act, are administered by the Inspector/Registrar of Co-operatives, with Consumer, Labour and Financial Services. Please see below for contact information for the Inspector/Registrar and for the Corporations Officer and for organizations that can provide you with more specialized information about starting up your co-operative as well as general information on incorporating as a co-operative in Prince Edward Island.

To assist with incorporation, the Corporations Officer can provide samples for the bylaws and other information on the incorporation requirements. Once the co-operative has satisfied the requirements, the Registrar will issue a certificate of incorporation. The Act and Regulations can also be obtained online or through the following contacts.

Inspector and Registrar of Co-operatives
Katharine Tummon
Telephone: 902-368-4542
Fax:  902-368-5283
Email: kptummon@gov.pe.ca

Corporations Officer
Joan MacKay
Telephone: 902-368-4509
Fax: 902-368-5283
Email:  jmmackay@gov.pe.ca

Consumer, Labour and Financial Services
Fourth Floor, Shaw Building, South
95 Rochford Street
P.O. Box 2000
Charlottetown, Prince Edward Island
C1A 7N8
Telephone: 902-368-4550
Fax: 902-368-5283

Please see the section on Corporations for government staff who registers co-operatives.  There is no general government web site available regarding co-operatives.

Co-operative Sector Support

The following provincial organizations can provide you with specialized information about starting up and growing your co-operative as well as general information on incorporating as a co-operative in Prince Edward Island. In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

Prince Edward Island Co-operative Council
40 Enman Cresent, Suite A338
Charlottetown, Prince Edward Island
C1E 1E6
Telephone: 902-569-7322
Fax: 902-569-7337

Le Conseil de développement coopératif de l'Î.-P.-E. (French only)
C/o RDÉE Île-du-Prince-Édouard Inc.
48, chemin Mill, C.P. 7
Wellington, Prince Edward Island
C0B 2E0
Telephone: (902) 854-3439 (Toll Free) 866- 494-3439
Fax: (902) 854-3099

This guide provides general information on co-operatives. The specific policies, regulations and laws are briefly explained and accurate as of August 2014. Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.


Newfoundland and Labrador

Co-operatives Act

The requirements and procedures for the incorporation and operation of co-operatives in Newfoundland and Labrador are laid out in the Co-operatives Act, SNL, 1998, Chapter C-35.1, which governs all types of co-operatives in Newfoundland and Labrador except credit unions.

This province's current Co-operatives Act was declared in 1998 and amended in 2001. The Act provides for the incorporation, registration and inspection of enterprises whose primary purpose is to provide services to member/owners on a co-operative basis. The Act also contains sections for by-laws, meetings of members, termination of directors or members, director disclosure, borrowing, allocation of surplus, audits, amalgamation, dissolution, and liquidation.

Definition of Co-operative Basis

An organization must be incorporated under the Co-operatives Act in order to be called a co-operative. 

The Act defines ‘Co-operative Nature' as follows:

Incorporation Requirements

Membership Terms and Conditions

Capital Structure

Board of Director Requirements

Special Provisions for Particular Types of Co-ops

Resources and Support

 

Government

The requirements for incorporation or extra-provincial registration, outlined in the Act, are administered by the Registrar of Co-operatives, with the Registry of Co-operatives, Service NL.

The Registry of Co-operatives provides online information on incorporation or extra-provincial registration requirements including the links to required forms. Once the co-operative has satisfied the requirements, the Registrar will issue a certificate of incorporation or extra-provincial registration.

Registry of Co-operatives
Service NL
Commercial Registrations Division
59 Elizabeth Avenue
P.O. Box 8700
St. Johns's, Newfoundland and Labrador
A1B 4J6
Tel: 709-729-3317
Fax: 709-729-0232

Co-operative Sector Support

The following provincial organizations can provide you with specialized information about starting up and growing your co-operative as well as general information on incorporating as a co-operative in Newfoundland and Labrador. In addition, a list of national organizations providing additional information and services can be found in the Federal co-operative section of the guide.

Co-operative Developers' Network

In 2005 the Department of Innovation, Business and Rural Development and the Newfoundland-Labrador Federation of Co-operatives announced a partnership to advance co-operative development in the province. A key component of the partnership is a regional co-operative developers' network, comprised of seven departmental staff with extensive experience working within rural communities. These staff members were given co-op development training which helps them to identify co-operative opportunities, initiate regional projects, and promote the co-op model for business. Network members also assist existing co-ops with funding proposals and provide advice about by-laws, co-op legislation, board training, and business planning.

Newfoundland-Labrador Federation of Co-operatives
19 Crosbie Place, Suite 203 (Co-operators Bldg)
P.O. Box 13369, Station A
St. John's, Newfoundland and Labrador
A1B 4B7
Tel: 877-726-9431
Fax: 709-726-9433

This guide provides general information on co-operatives.  The specific policies, regulations and laws are briefly explained and accurate as of August 2014.  Please refer to the actual policy, regulation or law for the most up-to-date information and if there is any disagreement between the guide and the policy, regulation or law.

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