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

Act current to 2014-04-02 and last amended on 2012-12-19. Previous Versions

Marginal note:Authorized capital
  •  (1) The membership shares of a cooperative may be issued with or without a par value.

  • Marginal note:Par-value membership shares

    (2) If the membership shares of a cooperative are with a par value, the articles must specify that fact and specify their par value and any limit on their number.

  • Marginal note:No-par-value membership shares

    (3) If the membership shares of a cooperative are without a par value, the articles must specify that fact and specify any limit on their number.

Marginal note:Fixed or determined value

 If any no-par-value membership shares of a cooperative are to be issued and are to be redeemed at a fixed or determined value, the articles must set out those facts and state the fixed price or formula to be used to determine the value.

Marginal note:Distribution on dissolution

 Subject to Parts 20 and 21, the articles of a cooperative may provide that, on dissolution of the cooperative and after the payment of all debts and liabilities — including any declared and unpaid dividends, the amount to be paid to the holders of any investment shares and the amount to be paid on the redemption of membership shares — the value of the remaining property of the cooperative is to be distributed or disposed of to any person, including distribution

  • (a) among the members at the time of dissolution, in any manner, including equally among the members irrespective of the number of membership shares or amount of member loans, if any, held or made by a member;

  • (b) among the members at the time of dissolution on the basis of patronage returns accrued to those members during a stated period before the dissolution; or

  • (c) to charitable organizations or cooperative entities.

Marginal note:Charge, lien or hypothec on membership shares for amounts
  •  (1) A cooperative has a charge, lien or hypothec on a membership share or any amount standing to the credit of a member or the personal representative of a member for a debt of that member to the cooperative.

  • Marginal note:Enforcement of charge

    (2) A cooperative may

    • (a) enforce a charge, lien or hypothec referred to in subsection (1) in the manner set out in its by-laws; or

    • (b) apply any moneys standing to the credit of a member toward payment of a debt due by the member to the cooperative.

  • 1998, c. 1, s. 123;
  • 2001, c. 14, s. 175;
  • 2011, c. 21, s. 79.

Investment Shares

Marginal note:Investment shares
  •  (1) The articles of a cooperative may provide that the cooperative may issue investment shares, and if they do, the articles must set out the following:

    • (a) whether the investment shares may be issued to non-members;

    • (b) whether the number of investment shares is to be unlimited and, if not, the maximum number of investment shares that may be issued;

    • (c) the number of classes of investment shares; and

    • (d) the preferences, rights, conditions, restrictions, limitations and prohibitions attaching to the investment shares and, if there is to be more than one class, the designation of each class and the special preferences, rights, conditions, restrictions, limitations and prohibitions attaching to each class.

  • Marginal note:No voting rights

    (2) Subject to the articles and to this Act, no right to vote at a meeting of the cooperative attaches to an investment share.

  • Marginal note:Exception

    (3) The articles may provide that

    • (a) an investment share confers on its holder the right to vote at an election of directors by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled; or

    • (b) the shareholders, any class of shareholders or the holders of a series of investment shares, may elect a fixed number or a percentage of the directors.

  • Marginal note:Limit on shareholders’ directors

    (4) Despite subsections (2) and (3), neither the articles nor a unanimous agreement may provide that the shareholders have the right to elect more than twenty per cent of the directors.

  • Marginal note:One share, one vote

    (5) If shareholders are entitled to vote in accordance with subsection (3) or otherwise in accordance with this Act, each investment share entitles the holder to one vote.

  • Marginal note:Members may exercise shareholder rights if shareholders

    (6) Despite section 37, a member who holds an investment share may exercise any voting right that holders of investment shares have.