COVID-19 update for annual meetings. Co-ops can delay an annual general meeting for up to 6 months and can host virtual or hybrid meetings.
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Cooperatives (co-ops) develop communities and create jobs by offering a range of supports like housing, food or health care. They are owned and operated by the people who use these essential products or services.
Cooperatives do not have to incorporate, but incorporating has advantages.
An incorporated co-op is a legal entity. It's independent of its members. This makes it easier to enter into contracts, incur debt or get funding.
You may want to get advice from a chartered accountant or lawyer before setting up a cooperative association.
Cooperatives that plan to do business 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 in B.C.
Cooperatives must have their name approved and confirm that it doesn't conflict with a name already being used by a corporation. This makes sure that the public is not confused or misled by a cooperative's name. Find out how to choose the right name.
It takes about 7 to 14 days to process a name request. Once it's complete, you'll receive a name request number you can use to register your business. Be sure to complete the registration before the name request expires (56 days after it's approved). If not, you'll need to submit another name request.
Request priority service ($100 fee) if you need to have a name approved in 1 to 2 business days.
A memorandum should accurately reflect the intention and values of the co-op. Be detailed and specific, but not too restrictive. This will avoid having to make changes later.
To form a co-op, at least three subscribers who are responsible for the co-op’s operation are required. They may be individuals or organizations such as a government, First Nation, corporation, business, society or another co-op.
Include in the memorandum:
- The name and purpose of the cooperative association
- Restrictions on the business and powers of the cooperative association
- The authorized share capital - list the number and the classes of shares that the co-op can 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 down
- The number, class and par value, if applicable, of shares subscribed for by the founding members
Prepare a digital copy and save in PDF format.
For community service co-ops that provide health, social, educational or other community services, include:
- A provision that the association is a community service cooperative
- That the association does not issue 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:
- Overarching goals, needs, and actions to fulfill its purpose
- Election of directors
- Requirements for membership
- Financial information management
- Special rights and restrictions related to investment shares
- How meetings are conducted
The rules need to:
- Balance the rights of individual members with the interests of the co-op as a whole
- Address the requirements of section 13 of the Cooperative Association Act and section 10 of the Cooperative Association Regulation
- Be flexible enough to allow the co-op to respond to changing conditions
Applicants need to define their rules correctly. BC Registries is not responsible for verifying or offering advice about creating rules. You may want to get advice from a lawyer for help setting up your rules.
Use clear, concise, and consistent language to avoid confusion or disputes.
Prepare a digital copy and save in PDF format.
Complete a List of First Directors (PDF, 133KB):
- At least 3 directors are required
- At least one director must be a B.C. resident
- The majority of directors must be residents of Canada
- The first directors of the co-op must be appointed in writing by a majority of the subscribers
Include the full name and residential address for each of the first directors. The residential address of a director must be a complete physical address and postal code. Do not use general delivery, post office box numbers, rural routes, sites or comp. numbers. If an area does not have street names or numbers, provide a description that would allow someone to locate the director.
Each subscriber who is responsible for the co-op’s operation 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 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:
- Under each witness signature, print the witness’ full name and date of signature
- A witness can be used for each signature or one person may witness all the signatures
- Subscribers can witness each other’s signatures
- If one person witnesses all the signatures, after the witness address type or print "Witness to all Subscriber Signatures"
Complete the Notice of Registered Office form (PDF, 144KB). The address will be used for delivering communications and notices.
- In section B of the form, provide a physical delivery address and mailing address (if it's different than the delivery address) - label each address according to what type it is
- Use a complete address in B.C. with a postal code - do not use general delivery, post office box numbers, rural routes, sites or comp. numbers
- If an area does not have street names or numbers, provide a description that would allow someone to locate the office easily
File changes and documents promptly to maintain a good standing and active status with the registry. Most filings can be completed by logging in to the Business Registry online.
Keep a record book that contains a certified copy of the cooperative association's:
- Memorandum of Association
- Rules of the Association
Be prepared to provide a copy to each member if they request one.
Every director should also have a copy of the documents as well as the Cooperative Association Act and be aware of its contents.
COVID-19 updates for annual meetings. Cooperative associations are able to delay their annual general meeting for up to 6 months. They can also choose to host virtual or hybrid meetings even if it's stated otherwise in the co-op's rules, Cooperative Association Act or Regulation.
- This is the result of a ministerial order (PDF, 93.9KB) that will remain in force until July 10, 2021
- If notice is required, instructions for participation can be provided in lieu of a physical location
Apply for an annual general meeting extension in writing. Provide a brief explanation of why the meeting must be delayed and the date when the meeting is expected to be held. Before applying, make sure the cooperative is up to date with annual report filings and is in good standing. If the cooperative will not be able to hold its annual meeting within 4 months after the end of its financial year, you will need to request an extension. Submit extension requests to firstname.lastname@example.org.
The first annual general meeting (AGM) of members must be held:
- Within 3 months of the date of incorporation
- Within a later period, if approved by the registrar
Annual general meetings must be held once every calendar year within 4 months of the association’s fiscal year end date. File an annual report within 2 months of the annual general meeting date.
File an annual report ($30 fee). Log in to the Business Registry. You'll need to know the annual general meeting date and names and addresses of the directors.
When filing an annual report, you can also make changes to address or director information ($20 fee for each filing). Financial statements and meeting minutes do not need to be filed with the annual report. Keep these documents with other records at your co-op’s registered office.
Once a new name is approved, the previous name will be removed from the register and may be used by another organization.
To update information about the co-op's directors, log in to the Business Registry.
Director updates occurring at an annual general meeting can be provided when filing the annual report.
Filing changes to directors in the order of the effective date (i.e. file the oldest change first). A separate director change filing needs to be completed for each specific date of change. This will ensure changes in previous filings are carried forward and will prevent delays in other filings. If director changes were filed out of order, contact the BC Registries team: 1-877-526-1526.
Step 1: 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 be given at least 14 days notice of the meeting and the agenda.
Step 2: Submit the form with payment ($70 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 can be made for the following types of filings:
Annual general meeting date
Change of director information
Cessation (end) date
Change of address
Step 2: Complete the Cooperative Association Corporate Register Correction form (PDF, 50.4KB) and submit it with payment ($20 fee).
Corrections are filed in the date order received. It takes about 4 or 5 business days to complete the correction. You can request priority service (1 to 2 business days) for an additional $100 fee.
Members and directors should try to cooperate and resolve the dispute. Taking this approach before 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's positions and viewpoints
- Focus discussions on resolving the root cause of the dispute instead of unrelated personal disagreements
Invite a neutral third party to mediate discussions. The Mediate BC Society can help mediate disputes between society members for a fee.
Apply to the Civil Resolution Tribunal. As an independent, neutral organization, the Civil Resolution Tribunal can help resolve disputes for housing and community service cooperative associations, but cannot resolve disputes about other types of cooperatives. The tribunal charges fees for dispute resolution. Start an application.
Records filed by cooperatives can be accessed by the public for a small fee. Find out how to submit a search request.
Financial statements and meeting minutes are not part of filed records. You can request this information by contacting a cooperative's registered office.
Find out who can examine or receive copies of a cooperative association's records:
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 Business Registry. Please file your outstanding annual reports before submitting your paperwork for a voluntary dissolution.
To apply for voluntary dissolution, the cooperative association must be authorized by special resolution of the members. Complete and sign 2 copies of the Special Resolution form (PDF, 89.4KB). Make sure the resolution clearly authorizes the association to make an application for dissolution.
One director must prepare an affidavit that states the cooperative association has no assets and no liabilities, or has made provision for their payment. It must be sworn before a commissioner for oaths or a notary public and have a seal affixed.
Complete 2 copies of the Application for Voluntary Dissolution form (PDF) and send it to the address on the form along with:
- 2 copies of the special resolution form and affidavit
- The original Certificate of Incorporation - if the original certificate is lost or destroyed, include in the affidavit a statement from one director that the certificate is not available to be surrendered at this time; however, if it is located it will be forwarded to BC Registries
- Payment ($110 fee) made payable to the Minister of Finance
Once the filing is complete:
- Dissolution is effective on the date set by the registrar once requirements are met and documents are filed
- Notification of the dissolution will be published as part of the public record
- The cooperative association will received a certified copy of the filed Special Resolution and a confirmation printout identifying the date the cooperative was dissolved
Follow these steps to restore a co-op that’s been dissolved for 10 years or less.
Request and reserve a name ($30 fee). In the options, you'd like to "restore or reinstate" a cooperative association.
Complete the Name Request form (PDF, 117KB) and submit it using the instructions on the form. Indicate that you're restoring a cooperative association the "additional information" field.
If the corporation held land or had an interest in land or personal property at the time of dissolution, refer to Restoring a Cooperative Association: Appendix A Escheat Claims (PDF, 308KB). You may want to seek independent legal advice.
Apply for an order
Get the following Supreme Court civil rules forms:
- Affidavit form
- Consent order form
- Requisition for consent order or order without notice forms
Initial application to the court includes an affidavit 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 be made retrospectively
Restoration of a co-op may be arranged for a limited period of up to two years. This limited period must be explained in the initial application 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 old and new names must be included in the application to the court so the correct old name can be restored as the new name of the co-op. Once the application is completed and the affidavit has been witnessed by 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 application to you.
To learn more information on the court 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 affidavit to BC Registries and Online Services.
PO Box 9431
STN PROV GOVT
Victoria, BC V8W 9V3
200 - 940 Blanshard St
Victoria, BC V8W 3E6
Staff will prepare the registrar’s consent and mail it back with a summary of information in the registry about the co-op.
Advertise in the Gazette
While waiting to receive the registrar’s 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. You will 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 (day) of (month), (year)
- Name of person applying for gazette notice
- Relationship to co-op
- Indicate if you're applying for restoration for a limited period of time
Send notice to the registered office address
- Send notice of your intent to restore the co-op by registered mail to the last registered office address on file with the registry
- For extraprovincial entities, send notice to the head office in British Columbia
Retain mailing receipts and a copy of the notice.
File another affidavit and a draft order with the court to establish that:
- A notice 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 ad to confirm the date of publication
- Notice of intent to restore was mailed - include a copy of summary of information provided with the registrar’s consent, receipts and a copy of the notice of intent
Prepare a draft copy of the court order:
- If applying for restoration for a limited period of time, indicate the dates in your draft court order
- If applying for restoration under 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 order and affidavit to the court. Be sure to request a certified copy of the court order once granted.
The court will review the application and grant or deny the order. If the order is denied, you must comply with court requests. If the order is granted, obtain and pay for a certified copy of the court order.
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 ($30 for each report submitted)
- If applicable, fee for Notice of Change of Directors and/or Notice of Change of Registered Office ($20 for each form submitted)
All filings are processed on a first-come, first-served basis. You can request priority service (additional $100 fee) if you need to have the restoration completed in 24 hours. Clearly indicate on both the envelope and the documentation that the submission is a priority. If a document has errors, then it must be corrected and returned to BC Registries within the 24-hour period to maintain priority status.
Once the filing is complete:
- Notification of the restoration will be published as part of the public record
- The cooperative association will receive a Certificate of Restoration confirming the restoration
Step 1: Make sure the co-op is in good standing
Be prepared to prove that the co-op:
- Does not have a provision as described in the Cooperative Association Act
- Is not a housing co-op that uses section 173 of the Act in its memorandum
- Is not a community service co-op
The co-op also must:
- Have no debt
- Be up to date with annual reports and other registry filings (outstanding filings can be submitted with the application)
Step 2: Pass a special resolution
Co-op subscribers must pass and authorize a special resolution by completing and signing 2 copies of the Special Resolution form (PDF, 89.4KB).
If the association has investment shares outstanding, a separate resolution for each class of outstanding investment shares to approve the continuation is also required. See section 187(4)(a) and (b) of the Act: Continuation from British Columbia.
Step 3: Prepare a letter
This Letter of Statement needs to include:
- The name and address of the co-op’s current director, officer, or solicitor
- The name 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 foreign co-op continues to be liable for the obligations of the association
- Any existing cause of action, claim or liability to prosecution is unaffected.
- A civil, criminal, quasi-criminal, administrative or regulatory action, or proceeding being prosecuted or pending prosecution may be continued by or against the foreign co-op.
- A conviction against or ruling, order or judgment in favour of or against the association may be enforced by or against the foreign co-op
- Signatures from a current director, officer or solicitor
Step 4: Submit documents
Apply for the registrar’s consent by submitting all documents along with payment ($300 fee) to BC Registries and Online Services. Payment should be payable to the Minister of Finance.
PO Box 9431
STN PROV GOVT
Victoria, BC V8W 9V3
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 start operating in the new jurisdiction.
Once the co-op is up 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 register in B.C.:
Step 1: Request and reserve a name ($30 fee).
Step 2: Prepare copies of the following documents:
- Incorporation documents, certified by the incorporating authority
- Certificate of Good Standing (Status) issued by the incorporating authority
- The cooperative association’s rules certified by an officer or director of the cooperative association if the association’s rules are not included as incorporated documents above
Step 3: Complete the Statement on Registration form (PDF, 159KB). Follow instructions on the form to send it to the business registry along with the prepared documents and payment ($250 fee) made payable to the Minister of Finance.
The co-op registration process takes about 15-to-30 working days once documents are received.
Ask for help
Contact the BC Registries helpdesk for help Monday to Friday from 8:30 am to 4:30 pm. The registry does not provide business or legal advice.
Support and services
Contact the team at Dye & Durham, our preferred legal service provider, for support filling out forms or filing documents.