JCA-Incorporation of Co-operatives

Act: Co-operative Associations Act
Regulation: Regulation 82-58

To Whom Does This Apply?

Co-operatives regulated by the Act.

Summary

This document is based on information from the Government of New Brunswick (Services) Web site, February 2008.

The Co-operative Associations Act of New Brunswick regulates the incorporation of co-operatives (co-ops) in the province.  

To incorporate a co-operative an application for letters of incorporation must be submitted to the Office of the Inspector of Co-operatives, Department of Justice and Consumer Affairs. To incorporate a co-operative 3 or more applicants, who are of the age of majority, may make an application for letters of incorporation. Form 1 is used for co-operatives with shares and Form 2 is used for co-operatives limited by membership. Two copies of the application with original signatures must be sent to the Department. The application must include the objects of the co-operative, information on the applicants, the number of shares subscribed, if applicable, and information on the provisional directors. The signature of the applicants must be witnessed. The witness or witnesses and one of the applicants must sign a declaration. The applicants must provide a NUANS report (name search) to ensure that the name under which is sought the incorporation is not similar to the name of another business. Applicants should check with the Department to make sure that the name for the co-operative is acceptable.

Applicants have to make by-laws that must include the following:-name of the association and the address of its registered office; -date of the fiscal year end; -par value of shares or the annual or other periodic membership fees; -maximum interest rate to be paid on share capital; -number or percentage of members required to form a quorum at meetings; -minimum notice required for annual or special meetings, if different from the notice specified in the regulation; -terms of payment for shares or membership fees; -procedure required to call annual and special meetings; -qualifications of directors; -any specific duties and responsibilities of directors and officers not set out in regulations; ·minimum number of meetings of the board of directors; -method of filling any vacancy on the board of directors; -conditions for borrowing of money and giving security; -conditions under which the association may borrow money from its members,the terms and the specific rates of interest, if any, to be paid on the capital; -percentage of surplus to be set aside annually into the reserve fund; -credit policy of the association; and -manner in which members may withdraw from the association. By-laws must also provide for the number of directors, the maximum number of shares a member may hold, and the possibility, as the case may be, of reinvesting the patronage return in the form of loan capital or shares.

The Department will ensure that the documents are in conformity with the Co-operative Associations Act and will deliver letters of incorporation to the effect that the co-operative is incorporated. Within four months of incorporation, a co-operative must hold a general meeting so members can elect the board of directors. Each year, after its annual meeting, co-operatives must send an annual return and audited financial statements to the Inspector. The return includes, among other things, the names of the officers. Co-operatives can be exempted from having an auditor if the members pass an extraordinary resolution that is approved by the Inspector. The Inspector can dissolve a co-operative that does not submit its annual return. Amendments to by-laws and statutory extraordinary resolutions have to be approved by the Inspector. Various other approvals are required under the Act. 

For more information on the Co-operative Associations Act: 

• New Brunswick page of the Co-operatives Secretariat Web site
  http://www.agr.gc.ca/policy/coop/kitcoop/index.html
• Department of Justice and Consumer Affairs Web site
  http://www.gnb.ca/0062/acts/acts-e.asp.
• Forms available at the Service New Brunswick Web site https://www.pxw1.snb.ca/snb7001/e/2000/2222e.asp.

DISCLAIMER
Information contained in this section is of a general nature only and is not intended to constitute advice for any specific fact situation. For particular questions, the users are invited to contact their lawyer. For additional information, see contact(s) listed below.

New Brunswick Contact(s):
Credit Unions, Co-operatives, and Trust Companies
Justice and Consumer Affairs
Kings Place
440 King Street
P. O. Box 6000
Fredericton, New Brunswick  E3B 5H1
Telephone: 506-453-2315
Fax: 506-453-7474