How to Continue a Co-operative out of BC
Co-ops may apply to continue their association outside the province of British Columbia by following three basic steps outlined below.
Step 1 – Ensure the co-op is in good standing
To run a co-op outside the province of British Columbia, be prepared to prove the following:
- The co-op does not have a provision as described in the Cooperative Association Act
- It is not a housing co-op that applies section 173 of the Act in its memorandum
- It is not a community service co-op
The co-op must have no debts and annual reports and other registry filings must be up to date. If a co-op is not in good standing, the applicant must submit outstanding filings with their application.
Step 2 – Apply for the Registrar’s consent
Once the co-op is in good standing, the Registrar requires:
- The name and address of the co-op’s current director, officer, or solicitor.
- A filing fee of $300.
- A Letter of Statement originally signed by a current director, officer, or solicitor, which states the name of the jurisdiction where the co-op will continue.
- This letter must include 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.
- A copy of the special resolution passed by the members of the co-op and, if the association has investment shares outstanding, a separate resolution for each class of outstanding investment shares to approve the continuation.
Refer to section 187(4)(a) and (b) of the Act.
Step 3 – Forward Instrument of Continuation
A co-op has six months from the date of the registrar’s consent to start operating within the new jurisdiction. Once the co-op is up and running, a copy of the Instrument of Continuation is issued by the new jurisdiction which you must file with BC Registries and Online Services within 60 days after the date of issue. Upon receipt, the Corporate Registry will publish a notification in the British Columbia Gazette of your co-op’s continuation out of the province.
A BC Registries and Online Services representative can verify if and when your documents arrived at our office and can check the current status of your filing. Call BC Registry and Online Services at 1 877 526-1526.
How to Register an Out-of-Province Co-op to Operate Within B.C.
To register a co-op within B.C. that is already incorporated outside of B.C. - known as an ‘extraprovincial cooperative association’ - you will need to:
- Request approval for your co-op’s name choice.
- Complete a Statement on Registration (PDF) form and attach copies of the following documents:
- incorporation documents, certified by the incorporating authority
- Certificate of Good Standing (Status) issued by the incorporating authority; and
- the 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, a copy of.
- Mail copies of all requested documents to the Registrar.
- Include a $250 filing fee, payable by cheque or money order to the Minister of Finance.
The co-op registration process takes about 15-to-30 working days once documents are received.