Canada Cooperatives Act (S.C. 1998, c. 1)

Statements

Marginal note:Definition of statement

• 373 (1) In this section, statement means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 310.

• Marginal note:Sending of articles and statements

  (2) If this Act requires that articles or a statement relating to a cooperative be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall

  • (a) record the date of receipt;

  • (b) issue the appropriate certificate;

  • (c) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the cooperative or its agent or mandatary; and

  • (d) publish a notice of the issuance of the certificate in a publication generally available to the public.

• Marginal note:Date of certificate

  (3) A certificate referred to in subsection (2) that is issued by the Director may be dated as of the date of the receipt of the articles, statement or court order pursuant to which the certificate was issued or as of any later date specified by the court or person who signed the articles or statement.

• Marginal note:Signature

  (4) A signature required on a certificate issued by the Director under this Act may be printed or otherwise reproduced on the certificate or may be made in accordance with the regulations.

• Marginal note:Date of certificate

  (5) Despite subsection (3), a certificate of discontinuance may be dated as of the day a cooperative amalgamates under another Act or is continued.

Marginal note:Publication

373.1 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 4(4) or 167(1), section 248 or subsection 263(2) or 267(2).

Marginal note:Annual return

374 Every cooperative must send the Director an annual return in the form and within the period that the Director fixes.

Marginal note:Certificate

• 375 (1) The Director may provide any person with a certificate that a cooperative

  • (a) has sent to the Director a document required to be sent;

  • (b) has paid all required fees; or

  • (c) exists as of a certain date.

• Marginal note:Director may refuse to issue certificate of existence

  (2) For greater certainty, the Director may refuse to issue a certificate under paragraph (1)(c) if the Director has knowledge that the cooperative is in default of sending a document required to be sent or is in default of paying a required fee.

Marginal note:Alteration

376 The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized to do so by the person who sent the document or by their representative.

Marginal note:Corrections at request of Director

• 376.1 (1) If there is an error in articles, a notice, a certificate or other document, the directors, members or shareholders must, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take any other steps that the Director may reasonably require so that the Director may correct the document.

• Marginal note:No prejudice

  (2) Before proceeding under subsection (1), the Director must be satisfied that the correction would not prejudice any of the members, shareholders or creditors of the cooperative.

• Marginal note:Corrections at the request of the cooperative

  (3) The Director may, at the request of the cooperative or of any other interested person, accept a correction to any of the documents referred to in subsection (1) if

  • (a) the correction is approved by the directors of the cooperative, unless the error is obvious or was made by the Director; and

  • (b) the Director is satisfied that the correction would not prejudice any of the members, shareholders or creditors of the cooperative and that the correction reflects the original intention of the cooperative or the incorporators, as the case may be.

• Marginal note:Application to court

  (4) If, in the view of the Director, of the cooperative or of any interested person who wishes a correction, a correction to any of the documents referred to in subsection (1) would prejudice any of the members, shareholders or creditors of a cooperative, the Director, the cooperative or the person, as the case may be, may apply to the court for an order that the document be corrected and for an order determining the rights of the members, shareholders or creditors.

• Marginal note:Notice to Director

  (5) An applicant under subsection (4) must give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

• Marginal note:Director may require surrender of document

  (6) The Director may demand the surrender of the original document, and may issue a corrected certificate or file the corrected articles, notice or other document.

• Marginal note:Date of corrected document

  (7) A corrected document must bear the date of the document it replaces unless

  • (a) the correction is made with respect to the date of the document, in which case the document must bear the corrected date; or

  • (b) the court decides otherwise.

• Marginal note:Notice

  (8) If a corrected certificate materially amends the terms of the original certificate, the Director must without delay give notice of the correction in a publication generally available to the public.

Marginal note:Cancellation of articles by Director

• 376.2 (1) In the prescribed circumstances, the Director may cancel the articles and related certificate of a cooperative.

• Marginal note:No prejudice

  (2) Before proceeding under subsection (1), the Director must be satisfied that the cancellation would not prejudice any of the members, shareholders or creditors of the cooperative.

• Marginal note:Request to Director to cancel articles

  (3) In the prescribed circumstances, the Director may, at the request of a cooperative or of any other interested person, cancel the articles and related certificate of the cooperative if

  • (a) the cancellation is approved by the directors of the cooperative; and

  • (b) the Director is satisfied that the cancellation would not prejudice any of the members, shareholders or creditors of the cooperative and that the cancellation reflects the original intention of the cooperative or the incorporators, as the case may be.

• Marginal note:Application to court

  (4) If, in the view of the Director, of the cooperative or of any interested person who wishes a cancellation, a cancellation of articles and a related certificate would prejudice any of the members, shareholders or creditors of a cooperative, the Director, the cooperative or the person, as the case may be, may apply to the court for an order that the articles and certificate be cancelled and for an order determining the rights of the members, shareholders or creditors.

• Marginal note:Notice to Director

  (5) An applicant under subsection (4) must give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

• Marginal note:Return of certificate

  (6) The Director may demand the surrender of a cancelled certificate.

Marginal note:Inspection

• 377 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document, except a report sent to the Director under subsection 330(2), that is required to be sent to the Director under this Act, or that was required to be sent to a person performing a similar function under prior legislation.

• Marginal note:Copies and extracts

  (2) The Director must, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).

Records

Marginal note:Director’s obligation to keep documents

• 378 (1) Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation must be kept by the Director in any form.

• Marginal note:Obligation to furnish

  (2) If documents are kept by the Director otherwise than in written form,

  • (a) the Director must provide any copy required to be provided under subsection 377(2) in intelligible written form; and

  • (b) a report reproduced from those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.

• Marginal note:Time period for keeping and producing documents

  (3) The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 373 and other prescribed documents or prescribed class of documents — after the end of the prescribed period for the keeping or production of the document or class of documents.

• Marginal note:Form of publication

  (4) Information or notices required by this Act to be summarized in a publication generally available to the public or to be published by the Director may be made available to the public or published by a system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.

PART 23Continuance

Marginal note:Continuance under this Act

• 379 (1) Subject to paragraphs 7(3)(b) and (c), on the coming into force of this subsection,

  • (a) each former Act cooperative is deemed to be a cooperative incorporated under this Act;

  • (b) any provision contained in the articles of association and the charter by-laws of a former Act cooperative that is required to be contained in the articles of incorporation of a cooperative under this Act is deemed to be contained in the articles of that cooperative; and

  • (c) any share that has been issued by the cooperative that is not a membership share is deemed to be an investment share.

• Marginal note:Amendment to articles

  (2) Each former Act cooperative must, not later than five years after the coming into force of this subsection, amend its articles so that they comply with section 11 and file them with the Director.

• Marginal note:Failure to comply

  (3) If a cooperative referred to in subsection (1) does not comply with subsection (2), the Director may, after giving not less than one hundred and eighty days notice after the end of the five years to the cooperative, dissolve the cooperative.

• Marginal note:No member or shareholder rights

  (4) Any amendment to the articles of a cooperative to comply with subsection (2) does not give rise to any rights by a member or shareholder under section 302.

PART 24Consequential Amendments, Repeal and Coming into Force

Consequential Amendments

380 to 384 [Amendments]