How to Register a Co-operative

Co-operatives are member owned corporations incorporated under Co-operative Corporations Act ("the CC Act"), and are member owned and controlled businesses which operate on co-operative democratic and financial principles:

• One member, one vote, regardless of the amount invested;
  
  
• Distribution of surplus to members, based on their use of the co-op;
  
  
• Limited appreciation of capital. (That is, interest on loan capital and dividends on share capital are limited to a percentage fixed by this Act or the articles of incorporation of the Co-op)

There are 10 basic types of co-operatives, regulated under the CC Act:

• service co-ops;
• consumers co-ops;
• supply co-ops;
• worker co-ops;
• marketing co-ops;
• producer co-ops;
• child care co-ops;
• housing and housing development co-ops;
• financing;
• farming and supply; and
• milk transport.

Other than a statutory requirement that the majority of their business must be conducted with their members, the CC Act does not regulate the day to day business of a co-operative or the member established by-laws under which it operates.

There are a number of associations who will assist co-ops and their members with day to day operating or corporate governance issues and in some cases with dispute resolution. Member complaints received by FSCO are directed to these associations. As with other types of business corporations, the final avenue of dispute resolute is through the legal system.

Some co-operatives issue securities to their members, and to restricted categories of non-members. Co-ops can be incorporated with share capital, without share capital, as a worker co-op (with or without share capital) or as a non profit (must be without share capital).

There is no market for these securities. People who invest in co-op securities usually do so for the value the co-operative will provide them as members in making available goods, services, facilities or jobs rather than seeking income or appreciation in the value of their investment.

Where co-operatives are incorporated with share capital, no offering statement is required for the basic membership share. For other classes of securities (subject to certain minimum statutory exemptions), before the security may be sold each prospective investor must be provided with an offering statement describing the security and containing disclosures required by the CC Act.

FSCO reviews these documents for compliance in form with the requirements of the CC Act before issuing the statutory receipt to permit the security to be sold. The board of directors of the co-operative are responsible for verification of the accuracy and adequacy of the information contained in the offering statement, and the purchaser is responsible for assessing the risk and benefits of the investment for their purposes.

Process for incorporating a new Co-operative
The process for incorporation of a new Ontario Co-operative is contained in sections 4 through 6 of the Co-operative Corporations Act.

The procedural steps for application may be summarized as follows:

1. (1) Five or more persons, being corporations or natural persons who are of the age of eighteen years or more, and who intend to be members of the co-operative, may incorporate a co-operative with or without share capital by signing and delivering to the Minister of Finance in duplicate articles of incorporation and such other information as may be prescribed.
   
   
2. (1) Articles for worker co-operatives
   
   (1.1) Three or more natural persons who are of the age of eighteen years or more and who intend to be members of a worker co-operative may incorporate such a co-operative with or without share capital by signing and delivering articles of incorporation to the Minister in duplicate. 1992, c. 19, s. 2 (1).
   
   
3. The submitted articles shall set out the particulars described in subsection 5 (2) of the CC Act.
   
   
4. If the articles conform to law, the approvals to incorporate that are required by statute have been given, all prescribed information has been delivered to FSCO and all fees established have been paid, the Superintendent of Financial Services or her delegate shall, issue to the incorporators or their agent a certificate of incorporation.

To facilitate the process of incorporation the following guides are available free of charge from the Licensing and Market Conduct Division:

• Guide to Setting up a Co-operative covers the basic steps to start a co-operative.
  
  
• Filing Requirements and Record-Keeping outlines the routine information that co-ops should send to FSCO, such as annual financial statements. This guide also describes the records that the Co-operative Corporations Act requires co-ops to keep.
  
  
• Legal Requirements describes how co-ops can ensure they comply with the Co-operative Corporations Act. It describes such things as how to pass by-laws, and directors' legal responsibilities.
  
  
• Incorporating a Co-operative without Share Capital contains brief step-by-step instructions on how to incorporate a co-operative, as well as forms.
  
  
• Incorporating a Co-operative with Share Capital contains brief step-by-step instructions on how to incorporate a co-operative, as well as forms.
  
  
• Offering Statements and Material Change Statements can help a co-op determine whether it is required to file an offering statement or material change statement before issuing shares, member loans or other securities. It also contains information on preparing these documents.
  

DISCLAIMER: Recent amendments to the legislation exempts most co-operatives from yearly filings. Consequently FSCO cannot assure the accuracy of the list of names and addresses.