Cooperatives

What is a cooperative?
How to Incorporate an Alberta-based Cooperative
How to Register an Out-of-Province Cooperative

What is a cooperative?

A cooperative is a business organization started by people who want to use services or buy goods as a group, have an equal say in how the business is run and share in any profits the business makes.

How to Incorporate an Alberta-based Cooperative

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 (pdf) 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.

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.

How to Register an Out-of-Province Cooperative

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:

 

If you have any questions, please contact:

 

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.  

 

 

November 2002

This page provides the instructions and forms needed to continue an Alberta-based cooperative under the Cooperatives Act.

Transition Period

The Cooperatives Act gives existing cooperatives until March 31, 2005 to prepare, approve and file documents to continue as a cooperative under this act. Only one act will apply to a cooperative at any time. 

Once a cooperative files the proper documents and receives its Certificate of Continuance, the Cooperatives Act will apply. The cooperative will retain its current Corporate Access Number (CAN). There is no government filing fee for continuing a cooperative. 

Incorporated cooperatives that have not been issued a Certificate of Continuance under the new act by March 31, 2005, will be dissolved, as the Co-operative Associations Act will be repealed on that date. 

Once dissolved, a former cooperative will have to incorporate as a new cooperative under the Cooperatives Act. The new cooperative will lose all ties to the former entity with the exception of any assets and liabilities. A new CAN will be issued.   

Preparing for Continuance

• Before continuing, all of your annual returns must be up to date.
• New Articles of Incorporation that comply with the Cooperatives Act need to be prepared. The document Articles of Incorporation Requirements (pdf) has information about what must be and what may be included in your articles. Items that are in your present bylaws may now be required in your new Articles of Incorporation. 
• Your existing bylaws remain in effect unless they conflict with the act, the regulation or your new Articles of Incorporation. In this situation, the act, regulation and the Articles of Incorporation will take priority. (more information: bylaws.)
• Specific cooperatives - housing, employment, multi-stakeholder and new generation - must comply with the act, and the additional requirements found in Part 18 of the act. New generation cooperatives must also comply with section 43 of the regulation. 
• If your cooperative has not filed all of its article and bylaw amendments, this should be done immediately. Your existing incorporation documents and filed amendments remain in force until the Certificate of Continuance is issued.

Continuance Requirements

To continue an Alberta-based cooperative 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 set of the Articles of Incorporation. The articles must be signed and verified by an Affidavit of Execution (pdf). Articles of Incorporation are new and will replace your Memorandum of Association. Some clauses from your Memorandum of Association and supplemental by-laws and the Standard By-laws found in the Co-operative Associations Act may be appropriate for your new articles.

To help prepare your Articles, see the document Articles of Incorporation Requirements (pdf) for information about what must be and what may be included in Articles.

An amendment to the Cooperatives Regulation passed on November 4, 2002 clarifies that members of a continuing cooperative must approve the articles of incorporation by voting on a special resolution if the new articles change the general content from :

• the association’s Memorandum of Association,
• the supplemental by-laws;
• or the applicable Standard By-laws under the former Co-operative Associations Act.
  

If this is the case, the articles must be accompanied by proof of the approval satisfactory to the Director of Cooperatives. Proof can include:

• a letter on the cooperative’s letterhead stating the articles were passed by the members at a meeting called for that purpose. An officer of the cooperative must sign this letter.
• a signed statutory declaration or
• a certified copy of the minutes signed by an officer of the cooperative.

2.  A completed Summary of Articles of Continuance (pdf).  This summary is for department use. You must still provide the Articles of Incorporation from step 1.

3.  A completed Statutory Declaration (pdf) form

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

The above information can be mailed or delivered to:

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

If you have any questions, please contact Service Alberta:

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 Continuance giving the cooperative permission continue to do business. The director will also send the Certificate and a filed copy of the continuance documents to the applicant. 

All rights, assets and liabilities held by the cooperative under the former act continue under the Cooperatives Act.   

Bylaw Filing Requirements

Continuing cooperative members must meet to prepare their new bylaws at the next annual general meeting, or within a year after the Certificate of Continuance was issued, whichever is sooner. Cooperatives may also call a special meeting to make the bylaws.

There are no standard bylaws under the Cooperatives Act. However, the act and regulation identify what must be and what may be included in your new bylaws. (more information: Bylaw Requirements (pdf)

Bylaws for a continuing cooperative must be filed with the Director within 60 days of the date they are made. They must be signed by the directors and must have an attached Affidavit of Execution verifying the signatures.

The bylaws made under the Co-operative Associations Act remain in effect until the new bylaws are filed with the Director of Cooperatives. The new bylaws come into force when they are filed. If the existing bylaws conflict with the Cooperatives Act, the regulation or the new Articles of Incorporation, the legislation and the new articles apply.

 

How to Continue an Extra-provincial Cooperative

 

April 2002

On April 1, 2002 the Cooperatives Act and Cooperatives Regulation came into force. The Cooperatives Act replaces the Co-operative Associations Act and, changes the way cooperatives will be able to operate in Alberta.

All extra-provincial cooperatives currently registered under the Co-operative Associations Act will have to continue under the Cooperatives Act before March 31, 2005. During the transition period of April 1, 2002, to March 31, 2005, both the Co-operative Associations Act and the Cooperatives Act will be in force; however, only one act can apply to your cooperative. Therefore, until your cooperative receives its Certificate of Continuance, the requirements of the former act will apply.

The Co-operative Associations Act and regulations will be repealed on March 31, 2005. Any cooperative that has not continued under the new Cooperatives Act before March 31, 2005, will not be able to do business in Alberta.

There is no government filing fee to continue a cooperative.  

Continuance Requirements

How to continue an extra-provincial cooperative:

• Ensure all of your annual returns are up to date.
• Complete sections one through seven on the Articles of Continuance form.
• Complete a Statutory Declaration (pdf) form.  
  

Note: the pdf forms can be completed on-line, however you cannot file your document electronically.

The above information can be mailed or delivered to:

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

If you have any questions, please contact Service Alberta:

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 Continuance giving the cooperative permission to continue to do business. The director will also send the Certificate and a filed copy of the continuance documents to the applicant. 

All rights, assets and liabilities held by the cooperative under the former act continue under the Cooperatives Act.   

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.

To view PDF files you will need Adobe Acrobat Reader.  If you do not have the reader installed on your computer, click here to download the installation file. (external site)

 

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.