Canada Cooperatives Regulations (SOR/99-256)

Interpretation

1 In these Regulations, Act means the Canada Cooperatives Act.

• 1.1 (1) For the purpose of the definition distributing cooperative in subsection 2(1) of the Act and subject to subsection (2), distributing cooperative means

  • (a) a cooperative that is a “reporting issuer” under any legislation that is set out in column 2 of an item of Schedule 4; or

  • (b) in the case of a cooperative that is not a “reporting issuer” referred to in paragraph (a), a cooperative

    • (i) that has filed a prospectus or registration statement under provincial legislation or under the laws of a jurisdiction outside Canada,

    • (ii) any of the securities of which are listed and posted for trading on a stock exchange in or outside Canada, or

    • (iii) that is involved in, formed for, resulting from or continued after an amalgamation, a reorganization, an arrangement or a statutory procedure, if one of the participating entities is a cooperative to which subparagraph (i) or (ii) applies.

• (2) A cooperative that is subject to an exemption under provincial securities legislation, or to an order of the relevant provincial securities regulator that provides that the cooperative is not a “reporting issuer” for the purposes of the applicable legislation, is not a distributing cooperative for the purpose of the definition of that expression in subsection (1).

PART 1Electronic Transmission of Documents Sent to and Issued by the Director

2 [Repealed, SOR/2022-40, s. 22]

3 [Repealed, SOR/2001-513, s. 4]

4 [Repealed, SOR/2022-40, s. 23]

5 [Repealed, SOR/2022-40, s. 23]

6 [Repealed, SOR/2022-40, s. 23]

7 [Repealed, SOR/2022-40, s. 23]

Electronic Documents

7.1 For the purpose of section 361.2 of the Act, the prescribed notices, documents or other information are the notices, documents or other information referred to in sections 177 to 185 and 189 to 246 of the Act.

7.2 For the purpose of paragraph 361.3(2)(a) of the Act, the consent shall be in writing.

7.3 For the purpose of paragraph 361.3(2)(b) of the Act, a notice, document or other information that is not required under the Act to be sent to a specific place may be sent as an electronic document to a place other than to an information system designated by the addressee under paragraph 361.3(2)(a) of the Act by posting it on or making it available through a generally accessible electronic source, such as a website, and by providing the addressee with notice in writing of the availability and location of that electronic document.

7.4 For the purpose of subsection 361.3(3) of the Act, an addressee shall revoke his or her consent in writing.

7.5 For the purposes of paragraphs 361.4(b) and 361.5(2)(b) of the Act, when a notice, document or other information is provided to several addressees, the notice, document or other information shall be provided to the addressees concurrently, regardless of the manner of provision.

7.6 An electronic document is considered to have been provided when it leaves an information system within the control of the originator or another person who provided the document on the originator’s behalf.

7.7 An electronic document is considered to have been received

• (a) if the document is provided to the information system designated by the addressee, when it enters that information system; or

• (b) if the document is posted on or made available through a generally accessible electronic source, when the notice of the availability and location of the electronic document referred to in section 7.3 is received by the addressee or, if the notice is sent electronically, when the notice enters the information system designated by the addressee.

7.8 [Repealed, SOR/2010-128, s. 37]

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.

PART 2Cooperative Names

Interpretation

• 8 (1) The following definitions apply in this Part.

  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)

  distinctive

  distinctive, in relation to a trade-name, considered as a whole and by its separate elements, means a trade-name that distinguishes the business in association with which it is used or intended to be used by its owner from any other business or that is adapted to so distinguish them. (distinctive)

  official mark

  official mark means an official mark referred to in subparagraph 9(1)(n)(iii) of the Trademarks Act. (marque officielle)

  trademark

  trademark means a trademark as defined in section 2 of the Trademarks Act. (marque de commerce)

  trade-name

  trade-name means a name that has been reserved by the Director under section 22 of the Act, or the name under which a business is carried on, or intended to be carried on, whether it is a corporate name or the name of a body corporate, trust, partnership, sole proprietorship or individual. (dénomination commerciale)

  use

  use means the actual use by a person that carries on business in Canada or elsewhere. (emploi)

• (2) For greater certainty, this Part applies to the cooperative name of an amalgamated cooperative.

Reserving Name

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

Confusing Names

9 A cooperative name is confusing with

• (a) a trademark or official mark if it is the same as that trademark or official mark or if the use of both the cooperative name and either the trademark or the official mark, as the case may be, is likely to lead to the inference that the business carried on or intended to be carried on under the cooperative name and the business connected with the trademark or official mark, as the case may be, are one business, whether or not the nature of the business of each is generally the same; or

• (b) a trade-name if it is the same as that trade-name or if the use of both names is likely to lead to the inference that the business carried on or intended to be carried on under the cooperative name and the business carried on under the trade-name are one business, whether or not the nature of the business of each is generally the same.

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

• (a) the inherent distinctiveness of the whole or any element of the trademark, official mark or trade-name and the extent to which it has become known;

• (b) the length of time that the trademark, official mark or trade-name has been in use;

• (c) the nature of the goods, services or business with which the trademark, official mark or trade-name is associated;

• (d) the nature of the trade with which the trademark, official mark or trade-name is associated;

• (e) the degree of resemblance between the proposed cooperative name and the trademark, official mark or trade-name in appearance or sound or in the ideas suggested by them; and

• (f) the geographical area in Canada in which the trade name or proposed cooperative name is likely to be used.

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.

11 Despite section 10, a cooperative name that is confusing with the name of a body corporate that has not carried on business in the two years immediately before the day on which the Director receives the articles 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 a name under section 22 of the Act is not prohibited for that reason alone if

• (a) the body corporate has been dissolved; or

• (b) in the case of a body corporate that has not been dissolved, it consents in writing to the use of the name and undertakes in writing to dissolve immediately or to change its name before the cooperative that proposes to use the name begins using it.

12 Despite section 10, if a word in a cooperative name is confusing with the distinctive element of a trademark, official mark or trade-name, the cooperative name is not prohibited for that reason alone if the person who owns the trademark, official mark or trade-name consents in writing to the use of the cooperative name.

• 13 (1) Despite section 10, a cooperative name that is confusing with the name of a body corporate is not prohibited for that reason alone if

  • (a) the cooperative name is the name of an existing or a proposed cooperative that is the successor to the business of the body corporate and the body corporate has ceased or will, in the immediate future, cease to carry on business under that cooperative name and undertakes in writing to dissolve or to change its name before the successor cooperative begins carrying on business under that name; and

  • (b) the cooperative name of the existing or proposed cooperative sets out in numerals the year of incorporation, or the year of the most recent amendment to the cooperative name, in parentheses.

• (2) If a cooperative name is changed so that the reference to the year of incorporation or the year of the most recent amendment to the cooperative name is deleted at least two years after it is introduced, it is not prohibited for that reason alone.

14 Despite section 10, if the cooperative name of an amalgamated cooperative is the same as the name of one of the amalgamating cooperatives, it is not prohibited for that reason alone.