Cooperative associations

Cooperatives (co-ops) develop communities and create jobs by offering a range of supports like housing, food or health care. They are endemic and operated past the people who use these essential products or services.

Start a cooperative

Cooperatives exercise non have to comprise, but incorporating has advantages.

An incorporated co-op is a legal entity. It'southward contained of its members. This makes information technology easier to enter into contracts, incur debt or become funding.

Come across the Cooperative Clan Act and Regulation

You may want to get advice from a chartered accountant or lawyer before setting up a cooperative association.

Cooperatives that plan to do concern in other provinces also need to complete an extraprovinical (out-of-province) registration.

Incorporated cooperatives from outside B.C. complete an extraprovinical (out-of-province) registration and maintain registered status while doing business organisation in B.C.

Request and reserve a business name online ($30 fee )

Cooperatives must have their name canonical and confirm that it doesn't conflict with a name already beingness used past a corporation. This makes sure that the public is not dislocated or misled past a cooperative'south proper noun. Find out how to choose the right proper noun.

If you're seeking name blessing for an extraprovincial (out-of-province) cooperative clan, contact BC Registry Services first at i-877-526-1526 (toll free) or 250-387-7848.

It takes virtually 7 to xiv days to process a name request. Once information technology's complete, you'll receive a proper name request number you can use to register your business. Be certain to complete the registration before the proper noun asking expires (56 days subsequently information technology's approved). If not, you'll demand to submit some other name request.

Request priority service ($100 fee) if you need to take a name approved in 1 to 2 business days.

A memorandum should accurately reverberate the intention and values of the co-op. Be detailed and specific, but non too restrictive. This will avoid having to make changes later.

To course a co-op, at least three subscribers who are responsible for the co-op'due south operation are required. They may be individuals or organizations such every bit a government, First Nation, corporation, business, society or another co-op.

Include in the memorandum:

  • The proper name and purpose of the cooperative clan
  • Restrictions on the business and powers of the cooperative association
  • The authorized share capital - listing the number and the classes of shares that the co-op tin issue
  • A statement that the liability of the members or investment shareholders is limited in accordance with the Act
  • An optional statement about provisions if the co-op closes downward
  • The number, form and par value, if applicable, of shares subscribed for past the founding members

Prepare a digital re-create and salvage in PDF format.

Sample memorandum and footstep-by-pace instructions (PDF, 407KB)

For customs service co-ops that provide wellness, social, educational or other customs services, include:

  • A provision that the association is a community service cooperative
  • That the association does non effect investment shares
  • That the purpose of the association is charitable or that it provides the services listed above

Each co-op must set its own rules to cover:

  • Governance
  • Overarching goals, needs, and actions to fulfill its purpose
  • Election of directors
  • Requirements for membership
  • Financial data management
  • Special rights and restrictions related to investment shares
  • How meetings are conducted

The rules demand to:

  • Balance the rights of private members with the interests of the co-op every bit a whole
  • Accost the requirements of section 13 of the Cooperative Association Act and section ten of the Cooperative Clan Regulation
  • Be flexible enough to allow the co-op to respond to changing conditions

Applicants need to define their rules correctly. BC Registries is non responsible for verifying or offer advice near creating rules. Y'all may want to get advice from a lawyer for assistance setting upwardly your rules.

Use articulate, concise, and consistent linguistic communication to avoid confusion or disputes.

Prepare a digital copy and relieve in PDF format.

Complete a List of Get-go Directors (PDF, 133KB):

  • At least three directors are required
  • At to the lowest degree one director must exist a B.C. resident
  • The majority of directors must be residents of Canada
  • The showtime directors of the co-op must be appointed in writing past a majority of the subscribers

Include the full name and residential address for each of the first directors. The residential address of a manager must exist a consummate physical accost and postal code. Do non utilise full general delivery, mail service office box numbers, rural routes, sites or comp. numbers. If an surface area does non have street names or numbers, provide a description that would permit someone to locate the director.

Each subscriber who is responsible for the co-op'south functioning must sign the memorandum and the rules of the cooperative association:

  • Ensure each member understands the rules before they sign
  • They must sign both copies of the memorandum and rules
  • Under each signature, print the subscriber's full proper name and date of signature
  • If an organization is a subscriber, it must select an individual to sign the rules

Signatures must be signed in the presence of a witness:

  • Nether each witness signature, impress the witness' total name and date of signature
  • A witness tin be used for each signature or ane person may witness all the signatures
  • Subscribers can witness each other's signatures
  • If one person witnesses all the signatures, later on the witness address type or impress "Witness to all Subscriber Signatures"

Complete the Notice of Registered Function class (PDF, 144KB). The address will exist used for delivering communications and notices.

  • In section B of the class, provide a physical delivery address and mailing address (if it's different than the commitment address) - characterization each address according to what blazon it is
  • Apply a consummate address in B.C. with a postal code - do not use general delivery, post part box numbers, rural routes, sites or comp. numbers
  • If an area does non take street names or numbers, provide a clarification that would allow someone to locate the part hands

Maintain a cooperative

File changes and documents promptly to maintain a good continuing and agile status with the registry. Almost filings can be completed by logging in to the BC Registry application online.

Go along a tape book that contains a certified re-create of the cooperative clan'southward:

  • Memorandum of Clan
  • Rules of the Association

Be prepared to provide a copy to each member if they request one.

Every director should as well take a re-create of the documents also every bit the Cooperative Association Act and be aware of its contents.

COVID-19 updates for annual meetings. Cooperative associations are able to delay their almanac general coming together for upwards to vi months. They can also choose to host virtual or hybrid meetings even if it's stated otherwise in the co-op'due south rules, Cooperative Clan Act or Regulation.

  • This is the consequence of a ministerial order (PDF, 93.9KB) that will remain in strength until July ten, 2021
  • If observe is required, instructions for participation tin be provided in lieu of a physical location

Apply for an annual full general coming together extension in writing. Provide a brief explanation of why the meeting must exist delayed and the engagement when the meeting is expected to exist held. Before applying, make sure the cooperative is upwardly to date with annual report filings and is in good standing. If the cooperative will not be able to concord its annual meeting within 4 months afterward the stop of its fiscal year, y'all will need to asking an extension. Submit extension requests to bcregistries@gov.bc.ca.

The first annual full general meeting (AGM) of members must be held:

  • Within 3 months of the date of incorporation

OR

  • Within a later on period, if approved by the registrar

Almanac full general meetings must exist held once every calendar yr within four months of the association's fiscal twelvemonth end date. File an annual report inside ii months of the annual general meeting appointment.

File an annual written report ($30 fee). Log in to the BC Registry awarding. You lot'll need to know the almanac general meeting date and names and addresses of the directors.

When filing an annual report, you can also make changes to address or director data ($20 fee for each filing). Financial statements and meeting minutes do not demand to be filed with the almanac written report. Keep these documents with other records at your co-op's registered part.

Once a new name is approved, the previous name will be removed from the register and may be used by another organization.

To update a co-op's registered office address, log in to the BC Registry application .

Changes to a co-op's registered role address must be filed immediately. If non, the co-op may exist dissolved.

To update information about the co-op's directors, log in to the BC Registry application.

Manager updates occurring at an annual general coming together tin exist provided when filing the annual report.

Filing changes to directors in the lodge of the constructive engagement (i.e. file the oldest change first). A split director change filing needs to be completed for each specific appointment of change. This will ensure changes in previous filings are carried frontwards and volition prevent delays in other filings. If manager changes were filed out of lodge, contact the BC Registries team: 1-877-526-1526.

Step ane: Pass a special resolution to change the rules or memorandum of a co-op and complete a Special Resolution form (PDF, 89.4KB).

This may be done at an annual general meeting. Members must exist given at least fourteen days notice of the coming together and the agenda.

Step two: Submit the class with payment ( $seventy fee) using the instructions on the form. Make cheques payable to the Minister of Finance.

Changes take effect once documents are verified and filed by registry staff.

Corrections of errors or omissions tin can be fabricated for the following types of filings:

Annual report

Almanac general meeting date

Director information

Registered address

Change of director information

Director proper noun

Director accost

Appointment date

Cessation (terminate) date

Change of address

Registered address

Step 1: Contact BC Registry Services at 1-877-526-1526 or 250-387-7848 to confirm the correction can be completed.

Stride 2: Complete the Cooperative Association Corporate Register Correction form (PDF, l.4KB) and submit it with payment ($xx fee).

Corrections are filed in the date gild received. It takes about 4 or five business organisation days to complete the correction. Y'all can request priority service (1 to ii business days) for an additional $100 fee.

Members and directors should try to cooperate and resolve the dispute. Taking this approach earlier resorting to legal remedies can help:

  • Resolve disputes quickly
  • Reduce legal costs
  • Result in a solution that is acceptable to a majority of the parties involved

To resolve a dispute, the parties involved should:

  • Be prepared to listen with an open mind to each other'southward positions and viewpoints
  • Focus discussions on resolving the root cause of the dispute instead of unrelated personal disagreements

Invite a neutral tertiary political party to mediate discussions. The Mediate BC Social club can help mediate disputes betwixt society members for a fee.

Use to the Civil Resolution Tribunal. As an independent, neutral organization, the Civil Resolution Tribunal can assistance resolve disputes for housing and community service cooperative associations, only cannot resolve disputes well-nigh other types of cooperatives. The tribunal charges fees for dispute resolution. Start an application.

Look up information almost a cooperative

Dissolve or end a cooperative

Before a co-op can be dissolved, it must pay all debts, have no remaining assets and file outstanding annual reports ($30 fee) by logging in to the BC Registry awarding . Delight file your outstanding annual reports before submitting your paperwork for a voluntary dissolution.

To apply for voluntary dissolution, the cooperative clan must be authorized by special resolution of the members. Complete and sign the Special Resolution form (PDF, 89.4KB) and store information technology in the cooperative's records.  Make certain the resolution clearly authorizes the clan to make an application for dissolution.

I manager must prepare an affidavit that states the cooperative clan has no assets and no liabilities, or has fabricated provision for their payment. It must exist sworn before a commissioner for oaths or a notary public and take a seal affixed.

  • Sample affidavit (PDF, 15.8 KB)

Before you start:

  • Ensure the cooperative is in good standing (i.e. file outstanding annual reports)
  • Ensure the cooperative information is up to date
  • Complete, date, and sign a special resolution form
  • Complete and sign an affidavit

File online with the Business Registry Application.

One time the filing is consummate:

  • Dissolution is effective immediately
  • Notification of the dissolution volition be published as part of the public record
  • The cooperative association, completing political party, and custodian of records will receive the post-obit outputs by e-mail:
    • Receipt
    • Voluntary Dissolution Application
    • Document of Dissolution
    • Certified Special Resolution
    • Certified Affidavit
  • The account holder tin also return to the BC Registry to download the cooperative's certified historical documents at whatsoever time.

Restore a cooperative

Follow these steps to restore a co-op that's been dissolved for ten years or less.

Apply for an order

Go the following Supreme Courtroom civil rules forms:

  • Affidavit form
  • Consent order form
  • Requisition for consent society or order without detect forms

Initial application to the court includes an affirmation and requisition that outlines:

  • Date the co-op was dissolved
  • Identity of who is applying for restoration
  • Reasons why this co-op should be restored
  • Reasons why an order should exist made retrospectively

Restoration of a co-op may exist bundled for a limited period of upwards to two years. This limited period must be explained in the initial awarding to the court. When this period expires, the corporation is struck from the register.

If applying to restore a co-op under a new name, both the one-time and new names must be included in the awarding to the courtroom so the right old name tin can be restored as the new name of the co-op. Once the application is completed and the affidavit has been witnessed past a notary public or commissioner for taking oaths, return the application, in duplicate, along with the required fees, to the court. The court clerk will file one copy, open your action number, and stamp and return the duplicate copy of the awarding to yous.

To learn more information on the courtroom process for restoring a co-op, contact the court in your area or seek professional legal advice.

Submit documents to the registry

Submit your court-filed requisition and affirmation to BC Registries and Online Services.

By post:
PO Box 9431
STN PROV GOVT
Victoria, BC V8W 9V3

Past courier:
200 - 940 Blanshard St
Victoria, BC V8W 3E6

Staff volition set the registrar'southward consent and mail it back with a summary of information in the registry near the co-op.

Advertise in the Gazette

While waiting to receive the registrar'due south consent, advertise your intent to restore the cooperative in the British Columbia Gazette for one week. This needs to be completed prior to the court granting the order. Yous volition be mailed a copy of the British Columbia Gazette containing your notice.

Sample wording for the advertisement:

Take note that a restoration application will be made to the Registrar to restore:

  • Co-op name (if applying under a new name, include both the old and new names)
  • Incorporation number
  • Dated at (city or town), B.C., this (twenty-four hour period) of (month), (year)
  • Name of person applying for gazette notice
  • Relationship to co-op
  • Bespeak if you're applying for restoration for a limited period of time

Send notice to the registered function address

  • Transport discover of your intent to restore the co-op by registered mail service to the last registered function address on file with the registry

OR

  • For extraprovincial entities, send notice to the head part in British Columbia

Retain mailing receipts and a copy of the notice.

File another affidavit and a draft order with the court to plant that:

  • A find of the initial application was sent to the registrar and was approved for restoration - include the consent notification
  • The initial application was published in the British Columbia Gazette - attach the full page with the advertisement to ostend the appointment of publication
  • Notice of intent to restore was mailed - include a copy of summary of data provided with the registrar's consent, receipts and a copy of the notice of intent

Prepare a draft copy of the court club:

  • If applying for restoration for a limited menstruum of time, indicate the dates in your typhoon court order
  • If applying for restoration nether a new name, both old and new names must be included in the draft court order

Once the court order is complete, and the second affidavit has been witnessed by a notary public or commissioner for taking oaths, submit the draft society and affidavit to the courtroom. Be sure to request a certified copy of the courtroom order once granted.

The courtroom will review the awarding and grant or deny the guild. If the order is denied, you must comply with court requests. If the social club is granted, obtain and pay for a certified copy of the court gild.

Submit the certified copy of the court order along with any other requirements outlined in the registrar's consent and the required fees:

  • Basic restoration fee ($250)
  • Annual report fee ($xxx for each report submitted)
  • If applicable, fee for Notice of Change of Directors and/or Observe of Change of Registered Office ($20 for each class submitted)

All filings are processed on a outset-come, first-served ground. You can request priority service (boosted $100 fee) if you need to have the restoration completed in 24 hours. Clearly signal on both the envelope and the documentation that the submission is a priority. If a document has errors, then information technology must exist corrected and returned to BC Registries within the 24-hour period to maintain priority condition.

Once the filing is complete:

  • Notification of the restoration will exist published equally part of the public record
  • The cooperative clan will receive a Certificate of Restoration confirming the restoration

Register an extraprovincial (out-of-province) cooperative

Stride 1: Make sure the co-op is in good standing

Exist prepared to prove that the co-op:

  • Does not have a provision equally described in the Cooperative Clan Act
  • Is not a housing co-op that uses section 173 of the Deed in its memorandum
  • Is not a community service co-op

The co-op also must:

  • Have no debt
  • Exist up to date with annual reports and other registry filings (outstanding filings tin can exist submitted with the application)

Stride 2: Pass a special resolution

Step 3: Prepare a letter

This Letter of Statement needs to include:

  • The proper name and address of the co-op's electric current director, officer, or solicitor
  • The proper noun of the jurisdiction where the co-op will continue
  • The section number of the relevant laws of the new jurisdiction, plus a copy, showing:
    • The property of the association remains the property of the foreign co-op
    • The strange co-op continues to exist liable for the obligations of the association
    • Any existing crusade of action, claim or liability to prosecution is unaffected.
    • A ceremonious, criminal, quasi-criminal, administrative or regulatory activity, or proceeding being prosecuted or pending prosecution may be connected by or against the foreign co-op.
    • A confidence against or ruling, order or judgment in favour of or against the association may exist enforced past or against the foreign co-op
  • Signatures from a current managing director, officer or solicitor

Footstep 4: Submit documents

Apply for the registrar's consent past submitting all documents along with payment ($300 fee) to BC Registries and Online Services. Payment should be payable to the Minister of Finance.

By post:
PO Box 9431
STN PROV GOVT
Victoria, BC V8W 9V3

Past courier:
200 - 940 Blanshard St
Victoria, BC V8W 3E6

Step 5: Forward the Instrument of Continuation

A co-op has 6 months from the date of the registrar's consent to first operating in the new jurisdiction.

Once the co-op is upward and running, the new jurisdiction will provide a copy of the Instrument of Continuation. This must be filed with BC Registries and Online Services within 60 days after the date it's issued.

Upon receipt, the Corporate Registry will publish a notification in the British Columbia Gazette of your co-op's continuation outside of B.C.

A co-op that's already incorporated outside of B.C. is known as an extraprovincial cooperative association.

Companies from Alberta, Saskatchewan or Manitoba can follow the simplified approach to registering an extraprovincial (out-of-province) company and keeping records up to date in B.C.

To annals in B.C.:

Step 1: Request and reserve a name ($30 fee).

Step two: Set copies of the following documents:

  • Incorporation documents, certified by the incorporating authorization
  • Certificate of Good Standing (Condition) issued by the incorporating authority
  • The cooperative clan'southward rules certified by an officer or director of the cooperative association if the association's rules are non included as incorporated documents above

Step 3: Complete the Argument on Registration form (PDF, 159KB). Follow instructions on the form to send information technology to the BC Registry along with the prepared documents and payment ($250 fee) made payable to the Government minister of Finance.

The co-op registration process takes about 15-to-30 working days once documents are received.