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Tips for Co-operatives Relating to Articles of Incorporation and Amendment

The following tips relate to the process for documents that are submitted to the Financial Services Commission of Ontario (FSCO) by the co-operative sector, such as the Articles of Incorporation and Amendment.
 
If you are looking for legal requirements that relate to the contents and filing of the Articles of Incorporation and Amendment, please refer to the Co-operative Corporations Act (CCA), which is available online.
 
General requirements for co-operatives regarding all submissions:
 
  • Make sure you only submit the final version of a document.
  • Ensure that all documents include original signatures.
  • Include duplicate copies of all filed documents.
  • Identify and explain any critical requirement relating to dates or timing issues when you submit a document. FSCO will attempt to accommodate timing requirements when possible.
  • Submit a cover letter with your application materials that explains the type of co-operative that is being incorporated and the nature of its activities. This will assist the Superintendent in confirming that the group will operate on a co-operative basis in accordance with section 1(1) of the CCA.
  • Include payment when your documents are submitted to FSCO.
  • Make your payment out to the Minister of Finance.
If you need detailed information on setting up your co-operative and completing the Articles of Incorporation or Amendment, see Registering a Co-operative.
 
For Articles of Incorporation, you should:
 
  • Review all names and addresses to ensure completeness and accuracy.
  • Have a membership fee set up in order to distinguish the percentage of business that is conducted with non-members under section 144 of the CAA. (This only applies to co-operatives without shares.)
  • Set up a special provision in regard to the dissolution of the co-operative.
If you need additional guidance on completing the Articles of Incorporation, step-by-step instructions, or sample wording, see Registering a Co-operative.
 
For Articles of Amendment, you should:
 
Ensure the special resolution has been passed by the co-operative’s directors and the Articles of Amendment have been approved by members.
 
FSCO will require:
 
  • a certified copy of the resolution; and
  • two copies of the Articles of Amendment that include the signature of an officer or director of the co-operative, along with his/her title (e.g., President).
For Article 1, which states: "The following is a certified copy of the resolution amending the articles of the co-operative", make sure you:
 
  • set out the resolution to amend the articles, which needs to:
    • identify the information that will be replaced in the Articles of Incorporation; and
    • specify the specific paragraph number from the Articles of Incorporation that you want changed or replaced.
For Article 2, which states: "The above amendment has been duly authorized as required by subsection 151(1), (2), (3) OR (4) of the Co-operative Corporations Act", make sure:
 
  • the amendment is authorized under subsections 151(1), (2), (2.1), 3 or (4);
  • you indicate each of the applicable subsections;
  • you review the subsections and take the necessary steps to have the amendment approved by the co-operative’s directors, and its members or shareholders.
For Article 3, which states: "The resolution authorizing the amendment was confirmed by the members of the co-operative on (date)", make sure you:
 
  • insert the date the resolution was approved by the members and shareholders, if applicable.
Ensure the Articles of Amendment, along with the special resolution that was passed by the co-operative’s board and approved by its members, are filed within six months of the resolution's effective date.
 
FSCO will:
 
  • Send you an acknowledgement letter or e-mail to confirm that your document has been received.
  • Send you a letter or e-mail if minor additional material is needed.
  • Return your documents if the information is considered incomplete or inaccurate.
  • Expedite your filed documents, provided that prompt responses are provided to any follow-up questions.
  • Review your documents before a certificate is issued. (Keep in mind that FSCO will require more time to review complex matters or documents.)