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

Marginal note:Required action

283 A receiver, receiver-manager or sequestrator must

• (a) take the property of the cooperative into custody and control in accordance with the court order, instrument or act under which the receiver, receiver-manager or sequestrator is appointed;

• (b) open and maintain a bank account as receiver, receiver-manager or sequestrator of the cooperative for the money of the cooperative coming under their control;

• (c) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;

• (d) keep accounts of the administration as receiver, receiver-manager or sequestrator and cause them to be made available during usual business hours for inspection by the directors;

• (e) prepare, at least once in every six month period after the day of appointment, financial statements of the administration, as far as is feasible, in the form required by section 247;

• (f) on completion of their duties, render a final account of the administration in the form that the receiver, receiver-manager or sequestrator has adopted for preparation of interim accounts under paragraph (e); and

• (g) if section 252 would otherwise apply, file with the Director a copy of any financial statement mentioned in paragraph (e) and any final account mentioned in paragraph (f) not later than fifteen days after it is prepared or rendered.

PART 16Fundamental Changes

Marginal note:Definition of common share

284 For the purposes of this Part, common share means a share in a body corporate, the rights of the holders of which are equal in all respects, including equal rights to

• (a) receive dividends declared by the body corporate on the shares; and

• (b) receive the remaining property of the body corporate on dissolution.

Marginal note:Continuance

• 285 (1) A body corporate incorporated or continued otherwise than under this Act may, if so authorized by its governing legislation, apply to the Director for a certificate of continuance under this Act if the body corporate

  • (a) satisfies, or by its articles of continuance would satisfy, the requirements for incorporation as a cooperative under this Act;

  • (b) is organized and operated and carries on its business on a cooperative basis or, by its articles of continuance, causes the body corporate to be organized and operated and to carry on its business on a cooperative basis; and

  • (c) has a capital and corporate structure that, if set out in its articles and by-laws, would meet the requirements of this Act.

• Marginal note:Continuance for the purpose of amalgamation

  (2) A body corporate incorporated or continued otherwise than under this Act may, if so authorized by its governing legislation, apply to the Director for a certificate of continuance and a certificate of amalgamation under this Act if the body corporate

  • (a) proposes to be continued under this section for the purpose of amalgamating with another body corporate in compliance with this Act and does, or will after the amalgamation, satisfy the requirements for incorporation as a cooperative under this Act;

  • (b) is organized and operated and carries on its business on a cooperative basis or, after the amalgamation, will be organized and operated and will carry on its business on a cooperative basis; and

  • (c) has a capital and corporate structure — or after the amalgamation will have a capital and corporate structure — that, if set out in its articles and by-laws, would meet the requirements of this Act.

• Marginal note:Amendments in articles of continuance

  (3) A body corporate that applies for continuance under subsection (1) or (2) may, without so stating in its articles of continuance, effect by those articles any amendment to its constating documents if the amendment is one that a cooperative incorporated under this Act may make to its articles.

• Marginal note:Articles of continuance

  (4) If a body corporate wishes to apply for continuance under subsection (1), articles of continuance in the form that the Director fixes must be sent to the Director, together with any information that the Director may require.

• Marginal note:Articles of continuance and of amalgamation

  (5) If a body corporate wishes to apply for continuance under subsection (2), articles of continuance and articles of amalgamation in the form that the Director fixes must be sent to the Director, together with any information that the Director may require.

• Marginal note:Certificate of continuance

  (6) The Director must issue

  • (a) a certificate of continuance, on receipt of the articles of continuance, if the Director is satisfied that the requirements for incorporation have been met; or

  • (b) a certificate of continuance and a certificate of amalgamation, on receipt of the articles of continuance and the articles of amalgamation, if the Director is satisfied that the requirements for incorporation and the requirements for amalgamation have been met.

• Marginal note:Reliance on articles

  (7) For the purpose of subsection (6), the Director may rely on the articles.

• Marginal note:Effect of certificate

  (8) On the date shown in the certificate of continuance,

  • (a) the body corporate becomes a cooperative to which this Act applies as if it had been incorporated under this Act;

  • (b) the articles of continuance are deemed to be the articles of incorporation of the continued cooperative; and

  • (c) the certificate of continuance is deemed to be the certificate of incorporation of the continued cooperative.

• Marginal note:Copy of certificate

  (9) The Director must send, without delay after the certificate of continuance is issued, a copy of that certificate to the appropriate official or public body charged with the administration of the legislation under which continuance under this Act was authorized.

• Marginal note:Rights preserved

  (10) When a body corporate is continued as a cooperative under this Act,

  • (a) the property of the body corporate continues to be the property of the cooperative;

  • (b) the cooperative continues to be liable for the obligations of the body corporate;

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

  • (d) a civil, criminal, administrative, investigative or other action or proceeding pending by or against the body corporate may be continued to be prosecuted by or against the cooperative; and

  • (e) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the cooperative.

• Marginal note:Membership shares

  (11) When a body corporate is continued as a cooperative under this Act,

  • (a) its common shares are deemed to be membership shares to which are attached the rights, privileges and restrictions set out in this Act and the articles;

  • (b) the holders of the common shares of the body corporate are deemed to be the members of the cooperative; and

  • (c) any agreement made before continuance under which the holders of any common shares of the body corporate have agreed to vote those shares in a manner provided in the agreement is of no effect.

• Marginal note:Federal credit union

  (11.1) If a federal credit union, within the meaning of section 2 of the Bank Act, is continued as a cooperative under this Act,

  • (a) its membership shares are deemed to be membership shares to which are attached the rights, privileges and restrictions set out in this Act and the articles;

  • (b) the members of the federal credit union are deemed to be the members of the cooperative; and

  • (c) any agreement made before continuance under which the members of the federal credit union have agreed to vote in a manner provided in the agreement is of no effect.

• Marginal note:Issued shares

  (12) Subject to section 182 and subsection (13),

  • (a) a share of a body corporate issued before it was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance, irrespective of whether the share is fully paid and of any designation, right, privilege, restriction or condition set out on or referred to in the certificate representing the share;

  • (b) continuance under this Act does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share; and

  • (c) shares carry voting rights only to the extent permitted by this Act.

• Marginal note:Conversion privilege

  (13) If a cooperative continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the cooperative must not, if a holder of such a share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form.

• Marginal note:Definition of share

  (14) For the purposes of subsections (12) and (13), share includes a document referred to in any of subsections 142(1) to (3), a share warrant within the meaning of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or a like instrument.

Marginal note:Continuance — other federal acts

• 286 (1) A cooperative, other than one to which Part 20 or 21 applies, with membership share capital may, on special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, apply for continuance under the Canada Business Corporations Act, the Bank Act, the Insurance Companies Act, the Trust and Loan Companies Act or the Cooperative Credit Associations Act. On the date specified in the document evidencing the continuance, that Act applies and this Act ceases to apply to the body corporate continued under that Act.

• Marginal note:Result of continuance

  (2) On a continuance under subsection (1), the membership shares of a cooperative are deemed to be common shares without a par value.

• Marginal note:Withdrawal of application

  (3) If a special resolution authorizing the application for continuance referred to in subsection (1) so states, the directors may, without further approval of the members or shareholders, withdraw the application before it is acted on.

• Marginal note:Certificate of discontinuance

  (4) On receipt of a notice satisfactory to the Director that the cooperative has been continued under this section, the Director must file the notice and issue a certificate of discontinuance in the form that the Director fixes.

• Marginal note:Date of discontinuance

  (5) This Act ceases to apply to the cooperative on the date shown in the certificate of discontinuance.

Marginal note:Export

• 287 (1) Subject to subsection (6) and Parts 20 and 21, a cooperative, on a special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, may, if it establishes to the satisfaction of the Director that its proposed continuance in another jurisdiction would not have an effect set out in any of paragraphs (a) to (d), apply to the appropriate official or public body of another jurisdiction requesting that the cooperative be continued as if it had been incorporated under the laws of that other jurisdiction, namely, that the continuance would not

  • (a) adversely affect the members, creditors or shareholders;

  • (b) result in the cooperative carrying on its business and affairs in a manner not consistent with carrying on business on a cooperative basis;

  • (c) result in a cooperative to which Part 20 applies carrying on its business or affairs in a manner not consistent with Part 20; or

  • (d) result in a cooperative to which Part 21 applies carrying on its business or affairs in a manner not consistent with Part 21.

• Marginal note:Notice of meeting

  (2) A notice of a meeting of the cooperative to authorize a continuance under this section must be sent to each member and shareholder and state that a dissenting member or shareholder is entitled to the benefit of section 302, but failure to make that statement does not invalidate a discontinuance under this Act.

• Marginal note:Abandonment of application

  (3) The directors may, if authorized by the special resolution at the time of approving an application for continuance under this section, abandon the application without further approval of the members or shareholders.

• Marginal note:Certificate of discontinuance

  (4) On receipt of a notice satisfactory to the Director that the cooperative has been continued under the laws of another jurisdiction, the Director must file the notice and issue a certificate of discontinuance in the form that the Director fixes.

• Marginal note:Date of discontinuance

  (5) This Act ceases to apply to the cooperative on the date shown in the certificate of discontinuance.

• Marginal note:Requirements for continuance

  (6) A cooperative may not be continued as a body corporate under the laws of another jurisdiction unless those laws provide that

  • (a) its property continues to be the property of the body corporate;

  • (b) the body corporate continues to be liable for the obligations of the cooperative;

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

  • (d) a civil, criminal, administrative, investigative or other action or proceeding pending by or against the cooperative may be continued to be prosecuted by or against the body corporate; and

  • (e) a conviction against, or ruling, order or judgment in favour of or against, the cooperative may be enforced by or against the body corporate.