The following information provides general guidance for those businesses that want to apply to continue as co-operatives under the Co-operative Corporations Act (CCA)
Under the CCA, businesses that are incorporated under Ontario’s Business Corporations Act and the Corporations Act, as well as those that are incorporated under the laws of any jurisdiction other than Ontario’s, may apply for continuance under the CCA. This is specified in the following sections of the CCA:
Preparing for Continuance Under the CCA
In preparation for continuance under the CCA, the following activities are recommended:
- Consider what amendments need to be made to the current articles of incorporation of the business, to conform to the requirements of the CCA. This may involve the following considerations:
- What will be the capital structure of the co-operative? (e.g., will it have share capital, and which classes and series are affected?)
- How will the current outstanding common shares of the business be converted to capital for the co-operative?
- How will the current outstanding preference shares (if applicable) of the business be converted to capital for the co-operative?
- Who will be the members of the co-operative?
- What will be the structure of the co-operative’s board of directors?
- What changes may be needed to have the co-operative’s by-laws conform to the CCA?
- Obtain the shareholder, director or membership approvals by resolution and/or special resolution, as required by the original incorporating act for continuance under the CCA.
- Get authorization from the original incorporating jurisdiction as required.
- Determine how the business will demonstrate its solvency fitness prior to continuance under the CCA.
- Prepare the required documents that need to be filed with the Superintendent of Financial Services for continuance under the CCA.
- Review and verify that the proposed name of the co-operative conforms to the requirements of sections 7 to 9 of the CCA.
These activities need to be completed before an application is submitted to the Financial Services Commission of Ontario (FSCO) for continuance under the CCA.
What to Include in Your Application to FSCO
Businesses that want to apply to FSCO for continuance under the CCA must include the following information or documents in their submissions:
- A cover letter – This letter should confirm that the business wants to apply for continuance under the CCA. It should provide the name it has chosen for the co-operative and the type of co-operative.
- Contact Information – Include all relevant contact information, such as the name of the main contact, email address, telephone number and mailing address.
- Articles of Continuance and $200 fee – Provide the co-operative’s completed and signed Articles of Continuance, along with the $200 fee. For the Articles of Continuance, ensure all sections are completed and all required information has been provided.
- NUANS Name Search Report and $15 fee – Obtain a NUANS, Ontario name reservation search report for the full proposed legal name under which the business intends to continue operating as a co-operative. "Co-operative" must be spelled out in full and the name must have an appropriate legal ending in accordance with section 7 of the CCA. You must get an Ontario name reservation search report, as a federal name search report will not be accepted.
- Confirm compliance with legislation – Confirm that the business is in compliance with the legislation under which it was originally incorporated for continuance under the CCA.
- Include all authorizations of the shareholders/membership.
- Include all authorizations of the director of its original incorporation jurisdiction.
Submitting Your Application to FSCO
Once the business has prepared and signed the documents that are listed in the section above, please do the following:
- Include payment for the $215 fee ($200 + $15). This fee must be made by cheque or money order, and be made payable to the Minister of Finance. This payment must be delivered to the address noted below with an appropriate cover letter. An application without the required fee will not be processed.
- Send the application to FSCO by mail, email or fax.
- Send emails to email@example.com and include "Application for Continuance Under the Co-operative Corporations Act" in the email's subject line.
- Send faxes to 416-226-7838 and include the same subject line.
- Applications that are being mailed should be sent to:
Attn: Licensing Branch
Financial Services Commission of Ontario
5160 Yonge Street, 4th floor
Toronto ON M2N 6L9
FSCO will provide an acknowledgment within five business days of the date the application has been received. Complete and accurate submissions will be processed within 30 to 60 business days.
If the submission has any deficiencies, FSCO will notify the main contact person. Any corrections, amendments or additional information that is requested by FSCO must be submitted within 30 business days.
If You Need Assistance
For question or concerns, please call FSCO’s contact centre by telephone at (416) 250-7250 or toll-free at 1-800-668-0128. Alternatively, you may send us an email at firstname.lastname@example.org