Incorporate a BC Co-operative
Seven steps to Incorporating a co-operative (co-op):
Naming your co-op or any business structure requires planning and research.
Your co-op name must be approved and reserved before you can incorporate, register, restore, amalgamate, or change the name of your co-op.
Once approved, your co-op name is reserved for 56 calendar days. If you need to extend this period, a second fee is charged. If you are restoring a name, the reservation period is one year plus 56 calendar days.
Call us before proceeding if you are seeking name approval for an extraprovincial co-operative association.
Your memorandum should accurately reflect the intention and values for your co-op. Be detailed and specific, though not overly restrictive because changing a memorandum after it has been approved can be a challenging, time-consuming, and costly process.
A minimum of three subscribers is required and all three signatures are needed to form a co-op. They may be individuals or organizations such as a government, First Nation, corporation, business, society or another co-op. These signatures are referred to as subscribers who are responsible for the co-op’s operation.
In your memorandum, you need to include:
- The name of the association
- Its purpose
- Restrictions on the business
- Restrictions on the powers of the association
- The authorized share capital: list the number and the classes of shares 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
There is no pre-printed form to complete for the Memorandum of Association. The memorandum is to be typed or printed clearly on 8½" by 11" white paper.
If you have a community service co-op, 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 to provide health, social, educational or other community services
Submit two copies of your memorandum to BC Registries and Online Services, each with original signatures of your subscribers.
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
There is no pre-printed form to complete for the Rules of the Association. The Rules are to be typed or printed clearly on 8½" by 11" white paper and completed in duplicate. Each subscribers' full name must be printed under their signature. The date the Rules of the Association were signed must be placed under each subscriber’s name. If an eligible organization is a subscriber, it must select an individual to sign the Rules on its behalf.
Bear in mind, your rules should balance the rights of individual members with the interests of the co-op as a whole. Ensure your rules follow the Act, yet are flexible enough to allow the co-op to respond to changing conditions. Use clear, concise, and consistent language to avoid confusion or disputes.
Submit two copies of your memorandum to BC Registries and Online Services, each with original signatures of your subscribers. The signatures must each be signed in the presence of a witness. You may have a witness for each signature or one person may witness all subscribers' signatures. You may witness each other’s' signatures. Should one person witness all subscribers' signatures, after the witness address type or print "Witness to all Subscriber Signatures". Each subscriber`s full name and the date they signed the Rules of the Association must be printed under their signature. If an eligible organization is a subscriber, a representative must sign on its behalf.
A minimum of three directors is required. The first directors of the co-op must be appointed in writing by a majority of the subscribers.
Full names and residential addresses of each of the first directors must be listed on List of Directors form. The residential address of a director must be a complete physical address. BC Registries and Online Services cannot accept general delivery, post office box numbers, rural routes, sites or comp. numbers as part of the address. You must also include a postal code. If an area does not have street names or numbers, provide a description that would readily allow a person to locate the director.
Signatures must be signed in the presence of a witness. You may have a witness for each signature or one person may witness all subscribers' signatures. You may witness each others' signatures. Should one person witness all subscribers' signatures, type or print 'Witness to all subscriber signatures' on the document. Each person must sign the rules next to the signature he or she has witnessed.
Each witness`s name, address, and date signed must be typed or printed under their signature. Signatures must be originals on both copies of the rules. Please ensure members understand the rules prior to signing.
Every B.C. co-op must have a registered office in the province to which all communications and notices may be delivered. The Notice of Registered Office Form must set out the complete physical address of the cooperative association to enable a person to locate the office readily. You need to include a postal code.
BC Registries and Online Services cannot accept general delivery, post office box numbers, rural routes, sites or comp. numbers as part of the address. If an area does not have street names or numbers, provide a description that would readily allow a person to locate the director.
Remember: Certain items need to be filed with the registry at certain times in the year. More information is available in the Recordkeeping section.
Ensure you have included:
- Two signed and witnessed original copies of the Memorandum of Association
- Two signed and witnessed original copies of the Rules of the Association
- List of First Directors
- Notice of Registered Office
Submit all documents by mail to BC Registries and Online Services. Ensure you include a cheque payable to the Minister of Finance for the appropriate fee.
Once your cooperative is incorporated, you will receive a certificate of incorporation and a certified copy of your memorandum and rules.