Amending your Cooperative's Articles
Policy Statement 17.2
September 3, 2008
PDF version of Policy Statement 17.2 (PDF, 1.9 MB, 8 pages)
This policy is intended only as a guide; it does not replace or take precedence over the Coop Act.
Introduction
The purpose of this policy is to guide you in amending the existing articles of a cooperative incorporated or continued under the Canada Cooperatives Act (Coop Act). If the cooperative is a non-profit housing cooperative or a worker cooperative it must also comply with Parts 20 and 21 of the Act respectively.
When do I Need to Submit Articles of Amendment
You must submit articles of amendment for any proposed changes regarding your articles of incorporation, continuance, amalgamation or revival. When you incorporated, revived or continued under the Coop Act, you filed articles for that purpose. If you want to change or delete any provision set out in these articles, or if you want to add other provisions, you must file articles of amendment. Changes that require articles of amendment include changes to the following provisions:
- the cooperative's name;
- its location of registered office, that is, the municipality and province, not simply the street address;
- the number of directors;
- voting privileges;
- investment share capital; and
- any provision that had to be or has already been filed with Corporations Canada.
All amendments must adhere to the same restrictions as the original articles of incorporation or continuance. Please refer to the information on incorporation and continuance for more details on the restrictions.
What about By-laws?
By-laws are strictly internal to the cooperative. They can be amended internally, according to the procedure set out by the cooperative. Neither by-laws nor by-law amendments have to be filed with Corporations Canada.
How do I amend the articles?
An amendment proposal may be made by any member or director of the cooperative [subsection 58(2)] and, in certain circumstances, investment shareholders [58(2.1)]. A proposed amendment is passed and accepted on special resolution of the members at a meeting of the cooperative. A special resolution requires at least two thirds majority of all voters (unless the articles state otherwise).
For certain proposed amendments, if the members of the cooperative have authorized the issuance of investment shares and such shares have been issued, then there must be a separate special resolution of the investment shareholders. Investment shareholders may also propose amendments to certain provisions of the articles. Refer to section 134 of the Coop Act for a list of the types of amendments for which investment shareholders must approve separately by special resolution.
Once accepted by members of the cooperative and, when applicable, the investment shareholders, the cooperative completes the documents required to file articles of amendment and submits them to Corporations Canada. Once Corporations Canada receives these documents, the Director issues a Certificate of Amendment to the cooperative. The amendment becomes effective on the date shown on the certificate.
What Proposed Changes Would be Rejected?
Corporations Canada would reject any amendment to the articles that would result in:
- the cooperative not being organized or operated or not carrying on business on a cooperative basis;
- a non-profit housing cooperative not complying with Part 20 of the Act; and
- a worker cooperative not complying with Part 21 of the Act.
What documents must I submit?
An application for amendment must include:
- Form 3004: Articles of Amendment;
- Statutory Declaration (See Annex A);
- A Canada-biased NUANS name search report not more than 90 days old, of the proposed name, if a change of name is being made. If you requested prior approval of your name, attach a copy of the letter from Corporations Canada approving your name with the copy of the NUANS report
- Form 3003: Notice of Registered Office, if the municipality and province of the registered office is being amended;
- Form 3006: Notice of Directors, if there are any changes to the board of directors;
- Fee of $200
Note that you do not need to use these pre-printed forms but that the documents used must conform closely to the forms.
Once approved by the Director, Corporations Canada issues a certificate of amendment.
Statutory Declaration
Your application must include a statutory declaration signed by the directors of the cooperative stating that, after the amendment, the cooperative will be organized and operated and will carry on business on a cooperative basis. The declaration must also state that the information contained in forms 3003 and 3006 filed with the articles of amendment meet with the requirements of the Act.
Non-profit housing cooperatives must also submit a declaration signed by the directors stating that, after the amendment, the cooperative will comply with Part 20 of the Act.
Worker cooperatives must also submit a declaration signed by the directors stating that, after the amendment, the cooperative will comply with Part 21 of the Act.
NUANS Report
You must provide a NUANS search report that will assist Corporations Canada in determining whether the name you are proposing is available. A NUANS report is a document setting out the business names and trade marks registered in Canada that sound or look similar to the name you are proposing. The list is drawn from a national data bank of existing and reserved trade names as well as trade marks that have been registered and applied for in Canada.
A NUANS report may be obtained in two ways:
- A NUANS report may be requested from a private company known as a search house. You can find a list of these firms on Corporations Canada's website by following the links "Choosing A Name" and " NUANS Registered Search Houses" or in the Yellow Pages of your telephone directory under incorporating companies, incorporation name search, searchers of records or trade mark agents - registered. There is a fee for this service.
- A NUANS report may be ordered online at Corporations Canada's website (www.corporationscanada.ic.gc.ca) by following the links "Choosing A Name" and " NUANS Real Time System (RTS)". The fee is $20 payable by credit card (American Express®, MasterCard® or Visa®). The system provides direct access to the NUANS search service. Applicants should note that a NUANS report that is generated may be rejected if the proposed name does not meet the requirements of the Act.
When you order a NUANS report, that report has a life of 90 days from the date it is requested. A search house can advise you whether your proposed name is likely to be accepted by the Director. The final decision, however, always rests with the Director.
Bilingual Name
If your cooperative intends to carry on business in a region or regions where both English and French are spoken, you may wish to consider adopting a bilingual name.
The procedure is the same as for a unilingual name, except that one NUANS report is required for each name or variation requested. For example, two NUANS reports must be filed in order to verify that the phonetically dissimilar English and French forms of a name are both distinctive.
Name Pre-approval
Corporations Canada offers a service where you can get pre-approval of your cooperative name before filing your Articles of Amendment. This is recommended as it will avoid unnecessary rejection at the time you file your articles; if a name is not approved, articles will be rejected.
How to fill out Form 3004: Articles of Amendment
Form 3004: Articles of Amendment
Item 1. Name of the Cooperative
This is the current name of the cooperative.
Item 2. Cooperative No.
This is the current number of the cooperative.
Item 3. Amendments
List all proposed amendments here. You may attach a schedule to the form if there is not enough room. Each proposed amendment must also refer to the relevant paragraph number from the original articles of incorporation, continuance, amalgamation or revival.
All amendments must adhere to the same restrictions as the original articles of incorporation or continuance. Please refer to the information on incorporation and continuance for more details on the restrictions.
A director or authorized officer must sign the form.
How to fill out Form 3003: Notice of Registered Office
You need to submit this form only if the location of the registered office is being amended.
Item 4 Indicate the full address of the registered office. The address must be within the municipality and province specified in Item 2 of Form 3001: Articles of Incorporation.
How to fill out Form 3006: Notice of Directors
You need to submit this form only if there is any changes to the board of directors.
Item 3 New Directors or Change of Address
- Membership Requirement: Not less than two thirds of the directors or any greater proportion that is provided for by the articles must be:
- Members of the cooperative;
- Representatives of members that are legal entities; OR
- Members of cooperatives who are members [Section 77].
- Note that up to one third of the directors may be non-members. For worker cooperatives, at least 80 percent of the directors must be members that are employees of the cooperative.
- Directors have to be elected by the members, except where the cooperative chooses to allow directors to be elected by the investment shareholders [Subsection 78(5)]. Note that not more than 20% of the directors may be elected by investment shareholders who are non-members.
- Residency requirement: At least 25% of directors must be resident in Canada. If the cooperative has only three directors, at least one director must be resident in Canada [Subsection 78(4)].
Item 4 Directors being Removed
List the names of all individuals who are no longer directors.
What happens when an application for amendment is deficient?
Applications for amendment that are deficient or incomplete will be returned to the applicant with a deficiency notice stating the nature of the deficiency.
The original filing date cannot be preserved when an application is rejected for being incomplete. In other words, the original effective date is forfeited. An application is incomplete if it does not have all the necessary forms and schedules attached and is not signed. Examples of incomplete applications include Form 3003: Notice of Registered Office being missing from an application for amendment, or item 3 of Form 3004: Articles of Amendment indicating that the information is on Schedule 1 and there is no such schedule. In this case, a notice will be sent to the applicant indicating that the application is incomplete.
Where an application is complete, but is rejected for being deficient (e.g., missing a consent for a corporate name), the effective date of the certificate can be the date of receipt of the original application if the applicant expressly requests this date when the application is resubmitted with the deficiency corrected.
The fee will be returned if you advise Corporations Canada in writing that you are withdrawing your application.
Filing Documents with the Director and Paying Fees
| Address | Fees | Method of payment | |
|---|---|---|---|
| E-email | corporationscanada@ic.gc.ca Attach to your e-mail a completed Form 3004: Articles of Amendment. |
$200 | Credit card: (American Express®, MasterCard® or Visa®) |
| Fax | 613-941-4803 | $200 | Credit card: (American Express®, MasterCard® or Visa®) |
| Corporations Canada Industry Canada Jean Edmonds Tower South 9th floor Ottawa, Ontario K1A 0C8 |
$200 | Credit card: (American Express®, MasterCard® or Visa®) or Cheque made out to the Receiver General for Canada. |
Additional Information and How to Reach Corporations Canada
For additional information on Corporations Canada's products and services, please visit the Corporations Canada website www.corporationscanada.ic.gc.ca or call our toll free number 1-866-333-5556.
You can also contact Corporations Canada at:
Client Services Section
Corporations Canada
Industry Canada
9th floor, Jean Edmonds
Tower South
Ottawa, Ontario K1A 0C8
Toll free: 1-866-333-5556
Fax: 613-941-0601
www.corporationscanada.ic.gc.ca
How to Reach the Cooperatives Secretariat
For more information on cooperatives, you may also request a copy of the Cooperatives Secretariat Information Kit entitled "Creating a Cooperative - An Information Guide" by contacting the Secretariat at:
Cooperatives Secretariat
Agriculture and Agri-Food
Canada
560 Rochester Street
Tower 1, 5th floor
Ottawa, Ontario
K1A 0C5
E-mail: coops-progr@agr.gc.ca
Tel: 1-888-781-2222 or
613-759-7194
Fax: 613-759-7489
Annex A — In the matter of the Canada Cooperatives Act and in the matter of an application for articles of amendment
(Name of Applicant Cooperative)
Statutory Declaration
We, the undersigned, Do Solemnly Declare that:
- We are the incorporators of
(the "Cooperative") and we have personal knowledge of the matters herein deposed to. - The information contained in forms 3003 and 3006 filed with the articles of incorporation meets the requirements of the Act.
- Choose one of the following statements:
- After incorporation, the Cooperative will be organized and operated and will carry on business on a cooperative basis.
- (For non-profit housing cooperatives)
After incorporation, the Cooperative will be organized and operated and will carry on business on a cooperative basis and the Cooperative will comply with Part 20 of the Canada Cooperatives Act.
- (For worker cooperatives)
After incorporation, the Cooperative will be organized and operated and will carry on business on a cooperative basis and the Cooperative will comply with Part 21 of the Canada Cooperatives Act.
And we make this solemn declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act.
(This declaration must be signed by all the incorporators of the Cooperative.)
Declared before me at the
City of 
,
in the Province of 
,
this day of , 20.
(signature of incorporator)
A Commissioner, etc.
Declared before me at the
City of ,
in the Province of ,
this day of , 20.
(signature of incorporator)
A Commissioner, etc.
Declared before me at the
City of ,
in the Province of ,
this day of , 20.
(signature of incorporator)
A Commissioner, etc.
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