Marginal note:No personal liability

29. The members and shareholders of a cooperative, by reason only of being members or shareholders, are not liable for any liability, act or default of the cooperative, except as provided in this Act.

Marginal note:Place of registered office

• 30. (1) A cooperative must maintain a registered office in the place set out in its articles.

• Marginal note:Notice of registered office

  (2) A notice of registered office in the form that the Director fixes must be sent to the Director together with any articles that designate or change the place of the registered office of the cooperative.

• Marginal note:Change of address

  (3) The directors may change the address of the registered office within the place specified in the articles.

• Marginal note:Notice of change of address

  (4) A cooperative must send to the Director, within fifteen days after any change of address of its registered office, a notice in the form that the Director fixes.

Marginal note:Record keeping

• 31. (1) A cooperative must prepare and maintain the following records at its registered office or at any other place in Canada designated by the directors:

  • (a) the cooperative’s articles and by-laws, including any amendments and a copy of any unanimous agreement;

  • (b) the minutes of meetings of the members and shareholders;

  • (c) copies of all notices of directors and notices of change of directors;

  • (d) a list of its members, setting out their names and addresses, the number of any membership shares owned and the amount of any member loans;

  • (e) a list of its shareholders, setting out their names and addresses and the number of investment shares owned;

  • (f) a register of its directors, setting out the names and addresses of the individuals who are or who have been directors and the dates on which they became or ceased to be directors; and

  • (g) if the cooperative issues securities in registered form, a securities register that complies with section 186.

• Marginal note:Other records

  (2) In addition to the records specified in subsection (1), a cooperative must prepare and maintain adequate

  • (a) accounting records;

  • (b) records containing minutes of meetings and resolutions of directors and any committee of directors; and

  • (c) records sufficient for the purpose of calculating patronage returns, that show for each member particulars of the transactions between the cooperative and the member.

• Marginal note:When records or registers kept outside Canada

  (3) Despite subsection (1), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act and any other Act administered by the Minister of National Revenue, a cooperative may keep all or any of its records mentioned in paragraphs (1)(a), (b), (c), (f) and (g) and (2)(a) and (b) at a place outside Canada, if

  • (a) the records are available for inspection, by means of a computer terminal or other technology, during regular office hours at the registered office or another office in Canada designated by the directors; and

  • (b) the cooperative provides the technical assistance to facilitate an inspection referred to in paragraph (a).

• Marginal note:Retention of accounting records

  (4) Subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period, a cooperative must retain the accounting records referred to in paragraph (2)(a) for a period of six years after the end of the financial year to which they relate.

• Marginal note:Records of continued cooperatives

  (5) For the purposes of paragraph (1)(b) and subsections (2) to (4), if a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.