Instructions to complete Form 3011 – Articles of continuance

Form 3011 - Articles of continuance (PDF, 124 KB)

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

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Instructions for all cooperatives

When creating a cooperative, follow the instructions below. If you are creating a non-profit housing cooperative, consult also the Specials instructions for non-profit housing cooperatives. If you are creating a worker cooperative, consult also the Special instructions for worker cooperatives.

If you do not have enough space on the form, please attach a schedule.

Item 1 – Name of the cooperative

Indicate the proposed corporate name for your cooperative. The proposed name must include one the following words:

  • cooperative
  • coopérative
  • co-operative
  • coop
  • co-op
  • pool
  • united

If the business of your cooperative is restricted to a specific business purpose by its articles or by a resolution of its members, the name must have one or more words that suggest the nature of the specific business purpose.
The proposed name must be distinctive and must not be misleading or likely to be confused with names used by other organizations or businesses. In general, a name is distinctive if those who encounter it do not think of another organization or business. The use of a mandatory word (for example: cooperative) does not make the name distinctive. For example, “Farmers’ Cooperative” is not a distinctive name.

You must include a valid Nuans name search report. Your Nuans name search report must not be dated more than 90 days prior to the receipt of the articles of incorporation. The search should not be made using the mandatory word (for example: cooperative) as the distinctive element.

If your name has been pre-approved by Corporations Canada, please attach a copy of the approval letter and your Nuans name search report to your application.

Learn more about naming a cooperative.

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

Indicate the municipality, and the province or territory in Canada where the registered office of your cooperative will be located. Do not include the street address here. The street address will be indicated on Form 3002 – Initial Registered Office Address and First Board of Directors.

Examples:

“Toronto, Ontario”
“Sherbrooke, Quebec”

Item 3 – Number of 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.

Every cooperative must have at least three directors.

Item 4 – Restrictions, if any, on the business that the cooperative may carry on

Indicate any restrictions on the business that your cooperative may carry on. If there are no restrictions required, indicate “none” or leave this item blank.

If you want to restrict your cooperative’s business, the following preamble is suggested:

“The business of the cooperative shall be limited to the following: …”

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

Item 5 – Restrictions, if any, on the classes of membership in the cooperative

Indicate any restrictions on your cooperative’s classes of membership. If there are no restrictions required, indicate “none” or leave this item blank.

Examples of restrictions on the classes of membership in the cooperative:

“The members should be at least 18 years old.”
“The members must be resident Canadians.”

Item 6 – Membership share capital and member rights

You must include a statement on membership share capital. Your cooperative can have membership share capital (Situation 1) or not (Situation 2).

Situation 1:  If your cooperative has membership share capital, indicate the following:

  • whether the number of membership shares to be issued is limited or unlimited. If limited, indicate the maximum number of membership shares that can be issued.
  • whether membership shares will be issued with par value or no par value:
    • If the membership shares will be issued with par value, indicate the stated value of each share at the time it is issued purchased, redeemed or otherwise acquired
    • If the membership shares will be issued with  no par value, indicate whether shares have:
      1. a fixed price or
      2. a price determined by a formula and indicate the formula.

Situation 2: If your cooperative does not have membership share capital, include a statement to that effect. See the examples below.

Types of cooperatives Examples of clauses for cooperatives that do not have membership share capital
All cooperatives “The cooperative does not have membership share capital and the interest or right of each member is the same as that of every other member.”
Cooperatives that are federations where members or delegates 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 or right of each member is the same as that of every other member:
(Set out voting rights in this item.)”
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 or right of each member is the same as that of every other member:
(Set out voting rights in this item.)”
Cooperatives whose membership includes cooperative 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 or right of each member is the same as that of every other member.
(Set out in this item the voting rights of members that are cooperative entities.)”

Item 7 – Provisions, if any, for a maximum rate of return to be paid on member loans or membership shares

Indicate the maximum rate of return to be paid on member loans or membership shares. Loans may also be without interest.

If there are no such provisions, indicate “none” or leave this blank.

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

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

If the articles of your cooperative do not indicate how the remaining property will be distributed upon dissolution, your cooperative’s 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 be able to issue investment shares by checking the appropriate box. Only one box must be checked.

If your cooperative will be able to issue investment shares, you must attach an annex containing all the following elements:

  1. whether investment shares can be issued to non-members
  2. whether the number of investment shares will be unlimited, and if limited, 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 attached to the investment shares.

Item 10 – Change of name and details of incorporation

Indicate the relevant information in each of the sections:

  1. if you change the name of the body corporate in the continuance process, indicate the complete legal name of the body corporate. If there is no change, indicate “none” or leave this blank.
  2. Indicate the details of the incorporation of the body corporate, such as its date of incorporation and indicate the legislation (title of the act and jurisdiction) which governs the body corporate.

Item 11– 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 powers to manage the business of your cooperative.

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

Item 12 – Other provisions, if any

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

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

Item 13– Declaration

The printed statements on the form are part of the articles; they cannot be changed.
The articles must be signed by a director or an authorized officer of the continuing body corporate.
Print the name of the director or authorized officer. The director or authorized officer is required to sign the form next to its name.

Special instructions for non-profit housing cooperatives

When creating a non-profit housing cooperative, follow the supplementary instructions below.

Item 1 – Name of the cooperative

The name must indicate that it is a non-profit housing cooperative. To indicate that it is a housing cooperative, your name must include one of the following terms:

  • coopérative d’habitation
  • coop d’habitation
  • co-op d’habitation
  • coopérative de logement
  • coop de logement
  • co-op de logement
  • housing cooperative
  • housing co-operative
  • housing co-op.

To indicate that your cooperative is a not-for-profit, your name must also include one of the following terms:

  • non-profit
  • not-for-profit
  • not for profit
  • sans but lucratif
  • à but non lucratif.

If your name has separate English and French forms, an equivalent term must be used both in the English and French forms.

Item 4 – Restrictions, if any, on the business of the cooperative

A non-profit housing cooperative is required to state in its articles that its business is restricted to 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 (stated value of the shares at the time it is issued).

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

 A non-profit housing cooperative must indicate that remaining property at the time of dissolution must be transferred to one or several non-profit housing cooperatives, or chari 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 chari organizations.”

Item 9 – Investment share capital

Non-profit housing cooperatives cannot issue investment shares. Check the box “The cooperative will not issue investment shares”.

Special instructions for worker cooperatives

When creating a worker cooperative, follow the supplementary instructions below.

Item 1 – Name of the cooperative

The name must indicate that it is a worker cooperative. Your name must include one of the following terms:

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  • coopérative de travailleurs
  • coop de travailleurs
  • co-op de travailleurs
  • coopérative de travail
  • coop de travail
  • co-op de travail
  • worker cooperative
  • worker co-operative
  • worker co-op.

If your name has separate English and French forms, an equivalent term must be used both in the English and French forms.

Item 5 – Restrictions, if any, on the classes of membership of the cooperative

It is mandatory that 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 cannot 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 – Provisions, if any, for the distribution of the property of the cooperative on its dissolution

If the articles of a worker cooperative do not indicate how the property of the cooperative will be distributed on its dissolution, at least 20% of the surplus of the cooperative after the payment of its liabilities will be distributed, to another cooperative, chari entity, or a non-profit entity before any distribution is made to a member or investment shareholder.

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