Start, dissolve and change a co-operative corporation
All of the necessary forms for your co-operative corporation and how to file them.
Important information
Office hours have changed to 8:30 a.m. to 4:00 p.m.
ServiceOntario will continue to process your request. However, there may be some delays as we strive to ensure the safety of our employees and safe physical distancing.
Overview
Co-operative corporations (co-ops) are member owned and controlled and incorporated under Ontario’s Co-operative Corporations Act (CC Act). They operate on co-operative, democratic and financial principles, such as:
- one member, one vote, regardless of the amount of money invested by the member
- distributing surplus funds to members, based on their use of the co-operative
- limiting the increase of interest on loan capital, and dividends on share capital, to a percentage that is fixed by either the:
- Co-operative Corporations Act
- the legal documents the co-op submitted to incorporate their business in Ontario (known as the Articles of Incorporation)
Types of co-operatives
Some examples of co-operative corporations are:
- service
- consumer
- wholesale supply
- worker
- marketing
- child care
- housing
- housing development
- farming and supply
- milk transport
- financing
- renewable energy
Under the Co-operative Corporations Act, there are specific rules for worker, multi-stakeholder, non-profit housing and renewable energy co-operatives.
Mandatory documents
Whether you’re starting, changing or dissolving a co-operative corporation, you must include a cover letter and an Ontario NUANS name search report, with most applications.
Cover letter
Unless you are filing an Initial Return/Notice of Change, you must submit a cover letter with the following information:
- contact name, telephone number, return address and e-mail address
- the type of co-operative that is being incorporated and the nature of its activities
NUANS name search report
To confirm your co-op name isn’t the same or similar to another Canadian business, you must submit an original, Ontario NUANS name search report, if you:
- are filing Articles of Incorporation
- are filing Articles of Amendment or Amalgamation that include a name change
- want to change your co-op to a business or not-for profit corporation (or vice versa)
To get a NUANS name search report, you must:
- search for an Ontario NUANS member online
- request Ontario NUANS name search report. Note: there is a fee for this service.
Please note, we only accept NUANS reports that are submitted within 90 days of the date on the report.
Accepted methods of payment
If you’re filing:
- by mail, we accept cheques or money orders made out to the Minister of Finance
- in-person, we accept cash, debit, Visa or Mastercard and cheques or money orders
Where to file all forms
All forms must be submitted by mail or in-person.
By mail
Ministry of Government and Consumer Services
Central Production and Verification Services Branch
393 University Avenue, Suite 200
Toronto, Ontario
M5G 2M2
In-person
ServiceOntario
375 University Avenue, 2nd Floor
Toronto, Ontario
M5G 2J5
Please note, you cannot file in-person at any other ServiceOntario location and your application will not be processed immediately.
How to incorporate your co-op
Step 1 – Get a NUANS name search report
- search for an Ontario NUANS member online
- request Ontario NUANS name search report. Note: there is a fee for this service.
Step 2 - Complete the form that applies to your situation
Download, complete, print and sign 2 copies of the Articles of Incorporation of a Co-operative form:
- with Share Capital (Form 1), if the co-op plans to raise money by issuing and selling shares, borrow money and issue other forms of debt to members and non-members.
- without Share Capital (Form 2), if the co-op does not plan to issue shares and will raise money through other means.
Step 3 - Gather your supporting documents
Your documents must include:
- cover letter
- an Ontario NUANS name search report
- a Consent to Act as First Director form (Form 3), for every director who is not an incorporator(if applicable)
Step 4 - Cost
It costs $335 to file Articles of Incorporation. If you’re a non-profit organization, it’s $155. You can pay either by mail or in-person.
Step 5 - Submit
Learn where to submit by mail or in-person.
File an Initial Return/Notice of Change
Initial return
Co-ops are required to file a Corporations Information Act Initial Return/Notice of Change (Form 1), within 60 days of the date of incorporation.
Notice of change
You must file an Initial Return/Notice of Change (Form 1), within 15 days if any of the following information changes:
- head office address
- mailing address
- director/officer information
- language of preference (English or French)
Step 1 - Complete the form
Download, complete and print an Initial Return/Notice of Change (Form 1) within 60 days of the date of incorporation or within 15 days if your co-op information changes.
Filing this form is free.
Step 2 - Submit
Learn where to submit by mail or in-person.
Amalgamate your co-op
You must file Articles of Amalgamation if two or more Ontario co-operatives, incorporated under the Co-operative Corporations Act, plan to amalgamate (become 1 co-operative).
Step 1 - Complete the form
Download, complete, print and sign 2 copies of the Articles of Amalgamation (Form 10).
Filing this form is free.
Step 2 - Gather your supporting documents
Your documents must include:
- cover letter
- an Ontario NUANS name search report, if the amalgamated co-op has a new name
- a certified copy of the amalgamation agreement, approved by each of the co-operatives, completed within 6 months of the submission of the Articles of Amalgamation
- an Affidavit of Solvency (Amalgamation) form for each of the co-operatives being amalgamated (completed by either 2 officers or, one officer and one director)
Step 3 - Submit
Learn where to submit by mail or in-person.
Change your co-op’s information
You must file Articles of Amendment if you are changing the name of your co-op or any provision within the Articles of Incorporation.
Step 1 - Complete the form
Download, complete, print and sign 2 copies of the Articles of Amendment form (Form 7).
Step 2 - Gather your supporting documents
Your documents must include:
- cover letter
- an Ontario NUANS name search report, if the co-op has a new name
- a certified copy of the resolution, completed within 6 months of the submission of the Articles of Amendment
- an Affidavit of Solvency (Amendment) form. The form must be completed by either 2 officers or one officer and one director
Step 3 - Cost
It costs $100 to file Articles of Amendment. You can pay either by mail or in-person.
Step 4 - Submit
Learn where to submit by mail or in-person.
Change into a business or not-for-profit
You must file Articles of Amendment (Form 7) if your co-op corporation wishes to become a:
- business corporation under the Business Corporations Act
- not-for-profit corporation under the Corporations Act
Step 1 - Complete the form
Download, complete, print and sign 2 copies of Articles of Amendment (Form 7).
Step 2 – Gather your supporting documents
Your documents must include:
- cover letter
- an Ontario NUANS name search report. You must change your corporation name when changing from a co-op to a business corporation under the Business Corporations Act or a or not-for-profit corporation under the Corporations Act.
- a certified copy of the resolution, completed within 6 months of the submission of the Articles of Amendment
- an Affidavit of Solvency (Amendment) form, for a name change or a decrease in authorized capital. The form must be completed by either 2 officers or, one officer and one director.
Step 3 - Cost
It costs $200 to file Articles of Amendment; $100 for non-profit organizations. You can pay either by mail or in-person.
Step 4 - Submit
Learn where to submit by mail or in-person.
Combining Articles of Incorporation
If your co-op wants to combine all amendments and the original Articles of Incorporation into 1 set of articles, you must file Restated Articles of Incorporation with or without Share Capital.
Step 1 - Complete the form
Download, complete, print and sign 2 copies of either the:
- Restated Articles of Incorporation with Share Capital
- Restated Articles of Incorporation without Share Capital
Restated articles replace the original articles and all the amendments that have been made to them.
Step 2 - Gather your supporting documents
Your documents must include a cover letter.
Step 3 - Payment
It costs $100 to file Articles of Restatement. You can pay either by mail or in-person.
Step 4 - Submit
Learn where to submit your form by mail or in-person.
Dissolve a co-op
There are two ways to voluntarily dissolve a co-op:
Step 1 - Complete the form that applies to your situation
Download, complete, print and sign 2 copies of the Articles of Dissolution (Form 11), if any of the following apply to you:
- it has been 2 years or more since the date of incorporation
- you have started carrying on business
- you issued shares or received membership fees or loans
- the dissolution has been authorized by the members of the co-operative.
Complete Articles of Dissolution (Form 12) if any of the following applies to you:
- less than 2 years since the date of incorporation
- you have not started carrying on business
- you have not issued shares or received membership fees or loans
- the dissolution has been authorized by all its incorporators or their personal representatives.
Filing this form is free.
Step 2 - Gather your supporting documents
Your documents must include:
- cover letter
- written consent to the dissolution, from the Ministry of Finance (submitted within 60 days after the ministry consents)
Step 3 - Submit
Learn where to submit by mail or in-person.
Revive a co-operative
You may be able to revive a co-operative corporation depending on why, when and how it was dissolved.
If the co-op was involuntarily dissolved for failing to file a financial statement, contact the Financial Services Regulatory Authority of Ontario within 2 years of the date of the involuntary dissolution for more information.
You can revive a co-op by a Private Act of the Ontario Legislature if the co-op:
- was voluntarily dissolved by filing Articles of Dissolution
- cancelled for cause under section 166 of the Co-operative Corporations Act
- was involuntarily dissolved under section 167 of the Co-operative Corporations Act and it’s been more than 2 years
Contact the Clerk of the Standing Committee on Regulations and Private Bills Legislative Assembly of Ontario for more information.
Change your business or not-for-profit into a co-op
You must file Articles of Continuance as a Co-operative with or without Share Capital if you wish to change your corporation into a co-operative corporation.
Step 1 - Complete the form that applies to your situation
Download, complete, print and sign 2 copies of either the:
- Articles of Continuance as a Co-operative with Share Capital
- Articles of Continuance as a Co-operative without Share Capital
Step 2 - Gather your supporting documents
Your documents must include:
- a cover letter
- an Ontario Nuans name search report
- if the corporation is outside of Ontario, you must show us, in writing, that you have permission from your home jurisdiction to leave
Step 3 - Payment
It costs $200 to file Articles of Continuance if the corporation is continuing from a jurisdiction outside of Ontario. You can pay either by mail or in-person.
Filing this form is free if the corporation that is continuing as a co-operative was incorporated in Ontario under the Business Corporations Act or the Corporations Act.
Step 4 - Submit
Learn where to submit your form by mail or in-person.
Transfer a co-op out of Ontario
If your co-op wishes to transfer its operations out of Ontario, to another jurisdiction, please contact an Examiner at
It costs $200 to transfer out of Ontario. You must pay with a cheque or money order, made out to the Minister of Finance.
Please note, non-profit housing co-ops cannot transfer into or out of Ontario.
Offering Statements and Financial Statements
To file financial statements, or to have your Offering Statement to raise capital by selling securities approved, contact the Financial Services Regulatory Authority of Ontario.
Single name
If your legal name is a single name (where your culture has a tradition of single names) and you need to enter that single name on a form, please call ServiceOntario for more information at:
416-314-8880 1-800-361-3223 (toll free)
If you need more help
For more information and helpful resources, contact the provincial trade associations for Ontario’s English and French-speaking co-operatives, the Ontario Co-operative Association or the Conseil de la coopération de l'Ontario.