How to Incorporate an Alberta-based Cooperative and Register an Out-of-Alberta Cooperative

• Alberta-based Incorporation Requirements
• Extra-provincial Registration Requirements
• Before Starting an Alberta-based Cooperative
• Name Search/NUANS Report
• Bylaws
• Legislation

November 2002

This page contains forms and instructions for incorporating or registering a cooperative in Alberta under the Cooperatives Act.

The Cooperatives Act does not apply to cooperatives or like entities registered under their own Act in Alberta, rural electrical, water and gas associations registered under the Rural Utilities Act and credit unions registered under the Credit Union Act. 

Alberta-based Incorporation Requirements

To incorporate an Alberta-based cooperative you need to provide the following:

Note: The following pdf forms can be completed on-line, however you cannot file your documents electronically.

1. a set of the Articles of Incorporation. The articles must be signed and verified by an Affidavit of Execution (pdf). See the document Articles of Incorporation Requirements (pdf) for information about what must be and what may be included in Articles.
2. a completed Summary of Articles of Incorporation and Statutory Declaration (pdf).  This summary is for department use. You must still provide the Articles of Incorporation from step 1.
3. a completed NUANS report (Newly Upgraded Automated Name Search) The report must be no more than 91 days old and must contain all 6 pages. Either the original or the carbon copy is acceptable. In Alberta, private search houses prepare NUANS reports. 
4. a completed copy of Notice of Address/Change of Address (pdf) form.
5. a completed copy of Notice of Directors/Change of Directors/Change of Director's Address (pdf) form. 
6. an incorporation fee of $100. Your cheque must be made payable to the Minister of Finance. If you are applying in person, you may also pay using cash, VISA or MasterCard.

The Cooperatives Act doesn't require bylaws or a feasibility study to be submitted with the incorporation documents. (more information: bylaws and  feasibility study or business plan)

After the documents have been processed, the Director of Cooperatives will issue a Certificate of Incorporation giving the cooperative permission to begin business. The Director will also send the Certificate and a filed copy of the incorporation documents to the applicant.

Extra-provincial Registration Requirements

To register an extra-provincial cooperative (out-of-Alberta applicants) you are required to provide the following:

Note: The following pdf forms can be completed on-line, however you cannot file your documents electronically.

1. a completed Statement of Registration Extra-Provincial/Foreign Cooperative (pdf) form.
2. certified true copies of the charter documents from the home jurisdiction.
3. a completed Notice of Attorney for Service/Change of Attorney/Alternative Attorney (pdf) form. 
4. a registration fee of $100. Your cheque must be made payable to the Minister of Finance. If you are applying in person, you may also pay using cash, VISA or MasterCard. 
5. a completed NUANS report (Newly Upgraded Automated Name Search) The report must be less than 91 days old and must contain all 6 pages. Either the original or carbon copy is acceptable. In Alberta, private search houses prepare NUANS reports.

Incorporation and registration documents can be mailed or delivered to:

Alberta Government Services
Director of Cooperatives
3C, Commerce Place
10155 - 102 Street
Edmonton, Alberta T5J 4L4

If you have any questions, please contact Alberta Government Services:

Phone: Edmonton (780) 427-5210
Toll free in Alberta, dial 310-0000 and follow the instructions.
E-mail: government.services@gov.ab.ca

After the documents have been processed, the Director of Cooperatives will issue a Certificate of Registration giving the cooperative permission to begin business. The Director will also send the certificate and a filed copy of the registration documents to the applicant.

Before Starting an Alberta-based Cooperative

Meet with a group of people interested in forming a cooperative and discuss what you want to do and how feasible it is. Cooperatives don't have to prove their viability by submitting a feasibility study for the Director's approval. However, it's in a cooperative's best interest to make sure it assesses its ability to succeed in the open market by preparing a business plan before incorporating. An example of a business plan can be obtained from: 

• The Business Link (external site) - Search using the words business plan
• Calgary Business Information Centre (external site) - Click on Getting Your Business Started

This initial group also drafts the Articles of Incorporation. Once the preliminary planning is done, you must hold an incorporation meeting. This meeting should finalize the Articles of Incorporation. Three or more members must sign the Articles of Incorporation.

The incorporation documents must be submitted with the fee.

Name Search/NUANS Report

You can decide what you want to call your co-operative; however, the Director will use the NUANS report (Newly Upgraded Automated Name Search) to decide whether the proposed name is available in Alberta.

In Alberta, private search houses (external site) provide NUANS reports. 

A NUANS report for a "named" name is required to ensure that no one else has the identical name. If the report shows similar names, you will have to decide if the name you want is too close to the other names listed on the NUANS report. These other businesses may feel very strongly about you using a name similar to theirs and they do have the right to object to the Registrar of Corporations. Alternatively, the other business may have incurred debts or have an undesirable reputation that you may not want your customers to associate with your cooperative.

The Director of Cooperatives can force you to change the name of your cooperative, so pick your name carefully. For more information, please refer to the sections 16 to 21 of the Act and sections 4 to 16 of the regulation for rules about acceptable cooperative names.

Bylaws

This information does not apply to extra-provincial cooperatives registering under the Cooperatives Act as the bylaws in their own jurisdictions apply.

The Cooperatives Act does not have standard bylaws. The act and the regulation identify what must be and what may be included in the bylaws. Please refer to the document Bylaw Requirements (pdf) for this information.

Within 180 days of the issuance of the Certificate of Incorporation, the directors must hold a members' meeting to make the bylaws. These bylaws come into force on the day they are made or on any later date specified in the bylaws or in the resolution adopting them.

Bylaws must be filed with the director within 60 days of the date they come into force. They must be signed by the directors and must have an attached Affidavit of Execution verifying the signatures. Every member and investment shareholder is entitled to receive a copy of the cooperative's bylaws free of charge once a calendar year.

Legislation

Cooperatives Act and Regulation

Copies of Alberta acts and regulations can be ordered from the Queen's Printer Bookstore (external site) in person, by phone, fax, mail or on-line.