Canada Cooperatives Act

Marginal note:Continuance

• 285 (1) A body corporate incorporated or continued otherwise than under this Act may, if so authorized by its governing legislation, apply to the Director for a certificate of continuance under this Act if the body corporate

  • (a) satisfies, or by its articles of continuance would satisfy, the requirements for incorporation as a cooperative under this Act;

  • (b) is organized and operated and carries on its business on a cooperative basis or, by its articles of continuance, causes the body corporate to be organized and operated and to carry on its business on a cooperative basis; and

  • (c) has a capital and corporate structure that, if set out in its articles and by-laws, would meet the requirements of this Act.

• Marginal note:Continuance for the purpose of amalgamation

  (2) A body corporate incorporated or continued otherwise than under this Act may, if so authorized by its governing legislation, apply to the Director for a certificate of continuance and a certificate of amalgamation under this Act if the body corporate

  • (a) proposes to be continued under this section for the purpose of amalgamating with another body corporate in compliance with this Act and does, or will after the amalgamation, satisfy the requirements for incorporation as a cooperative under this Act;

  • (b) is organized and operated and carries on its business on a cooperative basis or, after the amalgamation, will be organized and operated and will carry on its business on a cooperative basis; and

  • (c) has a capital and corporate structure — or after the amalgamation will have a capital and corporate structure — that, if set out in its articles and by-laws, would meet the requirements of this Act.

• Marginal note:Amendments in articles of continuance

  (3) A body corporate that applies for continuance under subsection (1) or (2) may, without so stating in its articles of continuance, effect by those articles any amendment to its constating documents if the amendment is one that a cooperative incorporated under this Act may make to its articles.

• Marginal note:Articles of continuance

  (4) If a body corporate wishes to apply for continuance under subsection (1), articles of continuance in the form that the Director fixes must be sent to the Director, together with any information that the Director may require.

• Marginal note:Articles of continuance and of amalgamation

  (5) If a body corporate wishes to apply for continuance under subsection (2), articles of continuance and articles of amalgamation in the form that the Director fixes must be sent to the Director, together with any information that the Director may require.

• Marginal note:Certificate of continuance

  (6) The Director must issue

  • (a) a certificate of continuance, on receipt of the articles of continuance, if the Director is satisfied that the requirements for incorporation have been met; or

  • (b) a certificate of continuance and a certificate of amalgamation, on receipt of the articles of continuance and the articles of amalgamation, if the Director is satisfied that the requirements for incorporation and the requirements for amalgamation have been met.

• Marginal note:Reliance on articles

  (7) For the purpose of subsection (6), the Director may rely on the articles.

• Marginal note:Effect of certificate

  (8) On the date shown in the certificate of continuance,

  • (a) the body corporate becomes a cooperative to which this Act applies as if it had been incorporated under this Act;

  • (b) the articles of continuance are deemed to be the articles of incorporation of the continued cooperative; and

  • (c) the certificate of continuance is deemed to be the certificate of incorporation of the continued cooperative.

• Marginal note:Copy of certificate

  (9) The Director must send, without delay after the certificate of continuance is issued, a copy of that certificate to the appropriate official or public body charged with the administration of the legislation under which continuance under this Act was authorized.

• Marginal note:Rights preserved

  (10) When a body corporate is continued as a cooperative under this Act,

  • (a) the property of the body corporate continues to be the property of the cooperative;

  • (b) the cooperative continues to be liable for the obligations of the body corporate;

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

  • (d) a civil, criminal, administrative, investigative or other action or proceeding pending by or against the body corporate may be continued to be prosecuted by or against the cooperative; and

  • (e) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the cooperative.

• Marginal note:Membership shares

  (11) When a body corporate is continued as a cooperative under this Act,

  • (a) its common shares are deemed to be membership shares to which are attached the rights, privileges and restrictions set out in this Act and the articles;

  • (b) the holders of the common shares of the body corporate are deemed to be the members of the cooperative; and

  • (c) any agreement made before continuance under which the holders of any common shares of the body corporate have agreed to vote those shares in a manner provided in the agreement is of no effect.

• Marginal note:Federal credit union

  (11.1) If a federal credit union, within the meaning of section 2 of the Bank Act, is continued as a cooperative under this Act,

  • (a) its membership shares are deemed to be membership shares to which are attached the rights, privileges and restrictions set out in this Act and the articles;

  • (b) the members of the federal credit union are deemed to be the members of the cooperative; and

  • (c) any agreement made before continuance under which the members of the federal credit union have agreed to vote in a manner provided in the agreement is of no effect.

• Marginal note:Issued shares

  (12) Subject to section 182 and subsection (13),

  • (a) a share of a body corporate issued before it was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance, irrespective of whether the share is fully paid and of any designation, right, privilege, restriction or condition set out on or referred to in the certificate representing the share;

  • (b) continuance under this Act does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share; and

  • (c) shares carry voting rights only to the extent permitted by this Act.

• Marginal note:Conversion privilege

  (13) If a cooperative continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the cooperative must not, if a holder of such a share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form.

• Marginal note:Definition of share

  (14) For the purposes of subsections (12) and (13), share includes a document referred to in any of subsections 142(1) to (3), a share warrant within the meaning of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or a like instrument.