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

Marginal note:Certificate of amendment

• 24.1 (1) If the Director assigns a new name to a cooperative under subsection 24(2), the Director must issue a certificate of amendment showing the new name of the cooperative and must publish a notice of the change of name as soon as practicable in a publication generally available to the public.

• Marginal note:Effect of certificate

  (2) The articles of the cooperative are amended accordingly on the date shown in the certificate of amendment.

Marginal note:Prohibition on use of name

25 Every entity, other than a cooperative incorporated under this Act or a body corporate incorporated by or under the authority of another Act of Parliament or an Act of the legislature of a province, is guilty of an offence if the entity uses or authorizes the use of the word “cooperative”, “co-operative”, “co-op”, “coop”, “coopérative” or “pool”, or another grammatical form of any of those words, as part of its name or in any manner in connection with the conduct of its business so that the entity could reasonably be considered to be holding itself out as carrying on business as a cooperative entity.

PART 3Capacity and Powers

Marginal note:Legal capacity

• 26 (1) Subject to this Act, a cooperative

  • (a) has the capacity and the rights, powers and privileges of a natural person; and

  • (b) may carry on business throughout Canada.

• Marginal note:By-laws not required to confer powers

  (2) It is not necessary for a cooperative to pass a by-law in order to confer any particular power on a cooperative or its directors.

Marginal note:Powers outside the jurisdiction

• 27 (1) Subject to this Act, a cooperative has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.

• Marginal note:Business restriction

  (2) No cooperative and no subsidiary of a cooperative may carry on any business contrary to a restriction set out in the articles of the cooperative.

• Marginal note:Validity of acts

  (3) No act of a cooperative, including a transfer of property, is invalid by reason only that the act is contrary to its articles or this Act.

• Marginal note:Constructive notice

  (4) A member of a cooperative is deemed to have knowledge of the content of the articles and by-laws of the cooperative.

• Marginal note:No constructive notice

  (5) Subject to subsection (4), no person is deemed to have knowledge of the content of a document by reason only that it is filed with the Director or is available for inspection at the cooperative.

Marginal note:Assertions

• 28 (1) No cooperative and no guarantor of an obligation of a cooperative may assert against a person dealing with the cooperative or against a person who acquired rights from the cooperative that

  • (a) the cooperative’s articles, by-laws or any unanimous agreement have not been complied with;

  • (b) the persons named in the most recent notice of directors filed with the Director are not the directors;

  • (c) the place named in the most recent notice of registered office filed with the Director is not the registered office;

  • (d) a person held out as a director, an officer, an agent or a mandatary of the cooperative has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the cooperative or usual for a director, officer, agent or mandatary;

  • (e) a document issued by a director, officer, agent or mandatary of the cooperative with actual or usual authority to issue it is not valid or genuine; or

  • (f) a sale, lease or exchange of all or substantially all of the property of the cooperative was not authorized.

  • (g) [Repealed, 2001, c. 14, s. 145]

• Marginal note:Exception

  (2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the cooperative.

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.

PART 4Registered Office and Records

Registered Office

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.

Records

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.

Marginal note:Form of records

• 32 (1) Any register or record required by this Act must be prepared and maintained in a form that is capable of reproducing any required information in intelligible written form within a reasonable time, including

  • (a) a bound or loose-leaf form;

  • (b) a photographic form;

  • (c) a system of mechanical or electronic data processing; or

  • (d) any other information storage device.

• Marginal note:Precautions

  (2) A cooperative and its agents and mandataries must take reasonable precautions respecting the registers and records required by this Act to

  • (a) prevent their loss or destruction;

  • (b) prevent the falsification of entries in them; and

  • (c) facilitate the detection and correction of inaccuracies in them.

• Marginal note:Records open to directors’ inspection

  (3) The records described in section 31, other than those described in paragraph 31(2)(c), must be open for inspection by the directors at any reasonable time.

• Marginal note:Inspection and copying of records by members, creditors and shareholders

  (4) Members, creditors and shareholders of the cooperative, their personal representatives and the Director may examine the records referred to in paragraphs 31(1)(a), (b), (c) (f) and (g) during the usual business hours of the cooperative and may take extracts from the records, free of charge, or have copies of them made after payment of a reasonable fee.

Lists

Marginal note:Lists

• 33 (1) Members, shareholders and creditors of a cooperative and their personal representatives and, where the cooperative is a distributing cooperative, any other person, may request that the cooperative provide them with a list of members or shareholders, no later than ten days after the cooperative receives the affidavit referred to in subsection (2) and after payment of a reasonable fee.

• Marginal note:Affidavit

  (2) A request under subsection (1) must be accompanied by an affidavit containing

  • (a) the name and address of the applicant; and

  • (b) an undertaking that the list of members or shareholders will not be used except as permitted by subsection (5).

• Marginal note:Request by Director

  (3) The Director may request that the cooperative provide him or her with a list of members or shareholders, no later than ten days after the cooperative receives the request and after payment of a reasonable fee.

• Marginal note:Contents of list

  (4) The list of members or shareholders provided under subsection (1) or (3) must set out in alphabetical order the names and addresses of the members or shareholders of the cooperative as of a date not more than ten days before the receipt of the affidavit referred to in subsection (2) or the request referred to in subsection (3).

• Marginal note:Permitted uses of list

  (5) A list obtained under subsection (1) must not be used by any person except in connection with

  • (a) an effort to influence voting at a meeting of the cooperative; and

  • (b) any other matter relating to the affairs of the cooperative.

• Marginal note:Non-inclusion of name on request

  (6) A member or shareholder may advise the cooperative in writing that their name is not to be included in a list prepared by the cooperative further to a request under subsection (1), in which case the cooperative must not include that name in the list but must mention on the list that the list is incomplete.