Policy on continuance (import) of a body corporate into the Canada Cooperatives Act

Learn how to prepare a request to continue (import) a body corporate into the Canadian Cooperatives Act (Coop Act).

Note

Although the information provided here will assist you in completing the continuance (import) process quickly and accurately, it is not intended to replace legal advice. Consider consulting a lawyer or another professional advisor to ensure that the specific needs of your body corporate are met.

Table of contents

Continuance (import) and effective date

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

The body corporate becomes subject to the Coop Act on the date shown on the certificate of continuance issued by Corporations Canada. 

Corporations Canada would send a copy of the certificate of continuance to the organization (for example, a registrar) that administered the legislation that previously governed the body corporate. On its receipt, the organization should issue a certificate of discontinuance (or an equivalent document). The certificate of discontinuance would show the same date as the date shown on the certificate of continuance issued by Corporations Canada. It is the date that the body corporate ceases to be governed by the previous legislation.

It is the responsibility of the body corporate to ensure that the certificate of discontinuance has been issued.

Body corporates who can continue (import) into the Canada Cooperatives Act

A body corporate incorporated under another legislation can continue (import) into the Coop Act if the legislation presently governing the body corporate 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 organized 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.

Cooperative principles

A cooperative is a body corporate that adheres to the cooperative principles. For more information, see What is a Co-operative?

Documents that must be filed to continue (import) a body corporate into the Canada Cooperatives Act

To continue (import) a cooperative, you must file an application. See what your application must include if you are a body corporate governed by another federal legislation or if you are a body corporate that is not governed by a federal legislation.

What to include in an application when the body corporate is governed by another federal legislation

  1. a cover letter including contact information for the person filing the application. In this letter, clearly indicate whether or not your cooperative is a non-profit housing cooperative or a worker cooperative
  2. a completed and signed copy of Form 3011 – Articles of Continuance (PDF Version, 124 KB) (see instructions to complete the form)
  3. a completed and signed copy of Form 3002 – Initial Registered Office Address and First Board of Directors (PDF Version, 1,124 KB) (see instructions to complete the form)
  4. A Nuans name search report  for the proposed name that is not more than 90 days old. If your name has been pre-approved by Corporations Canada, attach a copy of the Corporations Canada letter approving your name along with the copy of the Nuans name search report.
  5. a letter of approval from the organization (for example, a provincial registrar) that administers the legislation currently governing the body corporate. This document is not required if the body corporate is governed by another federal legislation that is administered by Corporations Canada or created by a Special Act of Parliament.
  6. the filing fee (see Services, fees and turnaround times – Coop Act).

What to include in an application when the body corporate is not governed by another federal legislation

  1. a cover letter including contact information for the person filing the application. In this letter, clearly indicate whether or not your cooperative is a non-profit housing cooperative or a worker cooperative
  2. a completed and signed copy of Form 3011 – Articles of Continuance (PDF Version, 124 KB) (see instructions to complete the form)
  3. a completed and signed copy of Form 3002 – Initial Registered Office Address and First Board of Directors (PDF Version, 1,124 KB) (see instructions to complete the form)
  4. A Nuans name search report  for the proposed name that is not more than 90 days old. If your name has been pre-approved by Corporations Canada, attach a copy of the Corporations Canada letter approving your name along with the copy of the Nuans name search report.
  5. a letter of approval from the organization (for example, a provincial registrar) that administers the legislation currently governing the body corporate. This document is not required if the body corporate is governed by another federal legislation that is administered by Corporations Canada or created by a Special Act of Parliament.
  6. an excerpt of the relevant provisions of the legislation under which the body corporate currently exists showing that the continuance is permitted  
  7. a signed legal opinion by counsel qualified to practice in the jurisdiction where the body corporate is incorporated stating that:
    • the exporting legislation allows the continuance into the Coop Act
    • once the incorporated business is continued into the Coop Act, the non-federal legislation will cease to apply to it, and
    • the body corporate meets all the requirements for continuance into the Coop Act. This statement is required only when the organization (for example, a registrar) who administers the exporting legislation does not make it a practice to issue a document indicating approval of the continuance
  8. the filing fee (see Services, fees and turnaround times – Coop Act).

Corporations Canada offers several methods of filing (see How do I file my application under the Canada Cooperatives Act (Coop Act)?).

Language of the articles

The articles can be in English or French, or in a bilingual format. This means they can be in a format that:

  • uses either French or English, or
  • employs both English and French.

Federal legislation that allow continuance into the Canada Cooperatives Act

The following federal legislation administered by Corporations Canada allow continuance (import) into CBCA:

  • Canada Business Corporations Act
  • Canada Not-for-profit Corporations Act

The following federal legislation allow administered by the Office of the Superintendent of the Financial Institutions allow continuance (import) into Coop Act:

  • Bank Act (in some cases)
  • Cooperative Credit Associations Act
  • Insurance Companies Act
  • Trust and Loan Companies Act

A corporation created by a Special Act of Parliament can also be continued (import) into CBCA.

Problem with your application

If there is a problem with your application, Corporations Canada returns it with a letter that explains the steps you need to take to fix the problem.

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