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Canada Cooperatives Regulations (SOR/99-256)

Regulations are current to 2024-03-06 and last amended on 2020-01-15. Previous Versions

AMENDMENTS NOT IN FORCE

  • — SOR/2022-40, s. 21

  • — SOR/2022-40, s. 22

    • 22 Section 2 of the Regulations and the heading “General” before it are repealed.

  • — SOR/2022-40, s. 23

    • 23 Sections 4 to 7 of the Regulations are repealed.

  • — SOR/2022-40, s. 24

    • 24 Section 7.9 of the Regulations and the heading before it are replaced by the following:

      Keeping and Producing Documents

      • 7.9 For the purpose of section 325 of the Act, the prescribed period is six years beginning on the day on which the cooperative is dissolved.

        • 7.91 (1) For the purpose of subsection 378(3) of the Act, the prescribed documents and classes of documents are

          • (a) a notice of registered office referred to in subsection 30(2) of the Act;

          • (b) a notice of change of address referred to in subsection 30(4) of the Act;

          • (c) a notice of directors referred to in subsection 81(1) of the Act;

          • (d) a notice of change referred to in subsection 91(1) of the Act; and

          • (e) the articles of association or charter by-laws of a former Act cooperative.

        • (2) For the purpose of subsection 378(3) the Act, the prescribed periods are

          • (a) in respect of a proxy circular referred to in subsection 166(2) of the Act and an application for an exemption referred to in section 54 of these Regulations, six years beginning on the day on which the application is received by the Director;

          • (b) in respect of a copy of the documents sent under subsection 252(1) of the Act, three years beginning on the day on which the copy is received by the Director;

          • (c) in respect of a document evidencing the satisfaction of the Director for the purpose of subsection 287(1) of the Act, two years beginning on the day on which the document is issued by the Director; and

          • (d) in respect of an annual return referred to in section 374 of the Act, two years beginning on the day on which the document is received by the Director.

  • — SOR/2022-40, s. 25

    • 25 Subsection 8(1) of the Regulations is amended by adding the following in alphabetical order:

      deceptively misdescriptive

      deceptively misdescriptive means, in respect of a cooperative name, that the name that is likely to mislead the public, in any language, with respect to any of the following:

      • (a) the business, goods or services in association with which it is proposed to be used;

      • (b) the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of the goods or services; and

      • (c) the place of origin of the goods or services. (fausse et trompeuse)

  • — SOR/2022-40, s. 26

    • 26 The Regulations are amended by adding the following after section 8:

      Reserving Name

      • 8.1 For the purpose of section 22 of the Act, the prescribed period is 90 days.

  • — SOR/2022-40, s. 27

    • 27 The portion of section 10 of the Regulations before paragraph (a) is replaced by the following:

      • 10 For the purpose of section 23 of the Act, a cooperative name is prohibited if its use causes confusion with a trademark, official mark or trade-name, having regard to the circumstances, including

  • — SOR/2022-40, s. 28

    • 28 The Regulations are amended by adding the following after section 10:

      • 10.1 For the purpose of section 23 of the Act, a cooperative name is prohibited if it is confusing with a name that is reserved under section 22 of the Act, unless the person for whom the name was reserved consents in writing to the use of the name.

      • 10.2 For the purpose of subsection 24(2) of the Act, the prescribed period is 60 days.

  • — SOR/2022-40, s. 29

    • 29 The portion of section 16 of the Regulations before paragraph (a) is replaced by the following:

      • 16 For the purpose of section 23 of the Act, a cooperative name is prohibited if the name contains any of the following elements:

  • — SOR/2022-40, s. 30

      • 30 (1) The portion of section 17 of the Regulations before paragraph (a) is replaced by the following:

        • 17 For the purpose of section 23 of the Act, a cooperative name is prohibited if it connotes that the cooperative

      • (2) Paragraph 17(d) of the Regulations is replaced by the following:

        • (d) carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada, unless the Superintendent of Financial Institutions confirms in writing that the words that are used in the name and that are regulated by section 983 of the Bank Act, section 47 of the Insurance Companies Act or section 47 of the Trust and Loan Companies Act are authorized to be used under the applicable Act; or

  • — SOR/2022-40, s. 31

    • 31 Section 18 of the Regulations is replaced by the following:

      • 18 For the purpose of section 23 of the Act, a cooperative name is prohibited if it contains a word or phrase, or connotes a business, that is obscene.

  • — SOR/2022-40, s. 32

    • 32 Subsection 19(1) of the Regulations is replaced by the following:

        • 19 (1) For the purpose of section 23 of the Act, a cooperative name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in paragraph 10(a), subsection 285(4) or (5), section 292 or subsection 299(4), 303(6), 305(1) or 308(3) of the Act or a request to reserve the name under section 22 of the Act.

        • (1.1) Despite subsection (1), the cooperative name is not prohibited if

          • (a) the individual or their heir or personal representative consents in writing to the use of the individual’s name and, except in the circumstances described in subsection (2), the individual has or had a material interest in the cooperative; or

          • (b) the person proposing to use the cooperative name establishes that it has been used in Canada or elsewhere by them or their predecessors so as to have become distinctive in Canada.

  • — SOR/2022-40, s. 33

      • 33 (1) The portion of section 21 of the Regulations before paragraph (a) is replaced by the following:

          • 21 (1) For the purpose of section 23 of the Act, a cooperative name is prohibited if it

      • (2) Paragraph 21(1)(b) of the Regulations is replaced by the following:

        • (b) is primarily or only the name — or the first name or family name used alone — of an individual; or

      • (3) Subsection 21(2) of the Regulations is replaced by the following:

        • (2) Despite subsection (1), the cooperative name is not prohibited if a person proposing to use the cooperative name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.

  • — SOR/2022-40, s. 34

    • 34 The heading before section 22 of the French version of the Regulations is replaced by the following:

      Dénominations fausses et trompeuses

  • — SOR/2022-40, s. 35

    • 35 Section 22 of the Regulations is replaced by the following:

      • 22 For the purpose of section 23 of the Act, a cooperative name is prohibited if it is deceptively misdescriptive.

      Combined Form of Cooperative Name

  • — SOR/2022-40, s. 36

    • 36 The Regulations are amended by adding the following after section 23.6:

      Separate Vote for Each Candidate

      • 23.61 For the purpose of subsection 83(12) of the Act, a distributing cooperative is a prescribed corporation.

      Appointment of Directors

      • 23.62 For the purpose of subsection 83(13) of the Act, the prescribed circumstances are that, after the election, the appointment of the individual would fulfil one or more of the requirements set out in section 77 or subsection 78(3) or (4) of the Act.

  • — SOR/2022-40, s. 37

    • 37 Subsection 23.7(4) of the Regulations is replaced by the following:

      • (4) For the purpose of paragraph 58(4)(a) of the Act, the prescribed period is the 60-day period that begins on the 150th day before the anniversary of the previous annual meeting of members.

  • — SOR/2022-40, s. 38

    • 38 Section 24 of the Regulations is replaced by the following:

      • 24 In this Part, NI 51-102 means the version of National Instrument 51-102 that applies within a province set out in column 1 of the table to this section in accordance with the instrument set out in column 2.

        TABLE

        Column 1Column 2
        ItemProvinceInstrument
        1OntarioNational Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Ontario Securities Commission and published on April 2, 2004, (2004) 27 OSCB 3439, as amended from time to time
        2QuebecRegulation 51-102 respecting Continuous Disclosure Obligations, CQLR c. V-1.1, r. 24, as amended from time to time
        3Nova ScotiaNational Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Nova Scotia Securities Commission and published in the Nova Scotia Royal Gazette, Part 1, on March 15, 2004, as amended from time to time
        4New BrunswickNational Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Financial and Consumer Services Commission and which came into force on February 19, 2015, as amended from time to time
        5ManitobaManitoba Securities Commission Rule 2003-17, National Instrument 51-102 Continuous Disclosure Obligations, as amended from time to time
        6British ColumbiaNational Instrument 51-102 Continuous Disclosure Obligations, B.C. Reg. 110/2004, as amended from time to time
        7SaskatchewanNational Instrument 51-102 Continuous Disclosure Obligations, set out in Part XXXVI of the Appendix to The Securities Commission (Adoption of National Instruments) Regulations, RRS c. S-42.2, Reg 3, as amended from time to time
        8AlbertaNational Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Alberta Securities Commission and published in the Alberta Gazette, Part 1, on March 15, 2004, as amended from time to time
        • 24.1 (1) For the purpose of subsection 165(1) of the Act and subject to subsection (2), a form of proxy shall be in a form that complies with the requirements set out in section 9.4 of NI 51-102.

        • (2) In the case of a vote by persons who are entitled to elect or appoint directors that occurs in the circumstances described in subsection 83(10.1) of the Act,

          • (a) paragraph 6 of section 9.4 of NI 51-102 is to be read without reference to the election of directors; and

          • (b) the form of proxy shall allow the shareholder to specify, for each candidate nominated for director, whether their vote is to be cast for or against the candidate.

  • — SOR/2022-40, s. 39

    • 39 Subparagraph 53(1)(a)(viii) of the Regulations is replaced by the following:

      • (viii) the Securities Act (Quebec), CQRL c. V-1.1, and any regulations made under it, as amended from time to time, and

  • — SOR/2022-40, s. 40

    • 40 Section 54 of the Regulations is replaced by the following:

      • 54 This Part applies to every application for an exemption under subsection 4(4) or 167(1), section 248 or subsection 263(2) or 267(2) of the Act.

  • — SOR/2022-40, s. 41

    • 41 Paragraph 55(1)(a) of the Regulations is replaced by the following:

      • (a) subsection 4(4) of the Act may be made at any time;

  • — SOR/2022-40, s. 42

    • 42 The portion of item 2 of Schedule 5 in column 2 to the Regulations is replaced by the following:

      Column 2
      ItemLegislation
      2

      the definition take-over bid in section 110 of the Securities Act, CQRL c. V-1.1, as amended from time to time

  • — SOR/2022-40, s. 43

    • 43 The French version of the Regulations is amended by replacing “interdite” with “prohibée” in the following provisions:

      • (a) the portion of section 11 before paragraph (a);

      • (b) section 12;

      • (c) the portion of subsection 13(1) before paragraph (a) and subsection 13(2);

      • (d) sections 14 and 15; and

      • (e) section 20.


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