How to Continue an Alberta-based Cooperative

• Transition Period
• Preparing for Continuance
• Continuance Requirements
• Bylaw Filing Requirements
• Legislation

This page provides the instructions and forms needed to continue an Alberta-based cooperative under the Cooperatives Act.

The Cooperatives Act gives existing cooperatives until March 31, 2005 to prepare, approve and file documents to continue as a cooperative under this act. Only one act will apply to a cooperative at any time. 

Once a cooperative files the proper documents and receives its Certificate of Continuance, the Cooperatives Act will apply. The cooperative will retain its current Corporate Access Number (CAN). There is no government filing fee for continuing a cooperative. 

Incorporated cooperatives that have not been issued a Certificate of Continuance under the new act by March 31, 2005, will be dissolved, as the Co-operative Associations Act will be repealed on that date. 

Once dissolved, a former cooperative will have to incorporate as a new cooperative under the Cooperatives Act. The new cooperative will lose all ties to the former entity with the exception of any assets and liabilities. A new CAN will be issued. 

Preparing for Continuance 

• Before continuing, all of your annual returns must be up to date 
  
  
• New Articles of Incorporation that comply with the Cooperatives Act need to be prepared (Note: The document Articles of Incorporation Requirements (pdf) has information about what must be and what may be included in your articles. Items that are in your present bylaws may now be required in your new Articles of Incorporation.) 
  
  
• Your existing bylaws remain in effect unless they conflict with the act, the regulation or your new Articles of Incorporation (in this situation, the act, regulation and the Articles of Incorporation will take priority; more information: bylaws)
  
  
• Specific cooperatives - housing, employment, multi-stakeholder and new generation - must comply with the act, and the additional requirements found in Part 18 of the act (new generation cooperatives must also comply with section 43 of the regulation) 
  
  
• If your cooperative has not filed all of its article and bylaw amendments, this should be done immediately (your existing incorporation documents and filed amendments remain in force until the Certificate of Continuance is issued)

Continuance Requirements

To continue an Alberta-based cooperative you are required to provide the following:

Note: The following pdf forms can be completed on-line, however you cannot file your documents electronically.

1. A set of the Articles of Incorporation (the articles must be signed and verified by an Affidavit of Execution (pdf))

Articles of Incorporation are new and will replace your Memorandum of Association. Some clauses from your Memorandum of Association and supplemental by-laws and the Standard By-laws found in the Co-operative Associations Act may be appropriate for your new articles.

To help prepare your Articles, see the document Articles of Incorporation Requirements (pdf) for information about what must be and what may be included in Articles.

An amendment to the Cooperatives Regulation passed on November 4, 2002 clarifies that members of a continuing cooperative must approve the articles of incorporation by voting on a special resolution if the new articles change the general content from:

• The association’s Memorandum of Association
• The supplemental by-laws
• The applicable Standard By-laws under the former Co-operative Associations Act

 If this is the case, the articles must be accompanied by proof of the approval satisfactory to the Director of Cooperatives. Proof can include:

• A letter on the cooperative’s letterhead stating the articles were passed by the members at a meeting called for that purpose (an officer of the cooperative must sign this letter)
  
  
• A signed statutory declaration
  
  
• A certified copy of the minutes signed by an officer of the cooperative

2. A completed Summary of Articles of Continuance (pdf) (Note: This summary is for department use. You must still provide the Articles of Incorporation from step 1.)

3. A completed copy of Notice of Address/Change of Address (pdf) form

4. A completed copy of Notice of Directors/Change of Directors/Change of Director's Address (pdf) form

The above information can be mailed or delivered to:

Service Alberta
Director of Cooperatives
3C, Commerce Place
10155 - 102 Street
Edmonton, Alberta T5J 4L4

If you have any questions, please contact Service Alberta:

Phone: Edmonton (780) 427-5210
Toll free in Alberta: dial 310-0000 and follow the instructions
E-mail: service.alberta@gov.ab.ca

After the documents have been processed, the Director of Cooperatives will issue a Certificate of Continuance giving the cooperative permission continue to do business. The director will also send the Certificate and a filed copy of the continuance documents to the applicant. 

All rights, assets and liabilities held by the cooperative under the former act continue under the Cooperatives Act. 

Continuing cooperative members must meet to prepare their new bylaws at the next annual general meeting, or within a year after the Certificate of Continuance was issued, whichever is sooner. Cooperatives may also call a special meeting to make the bylaws.

There are no standard bylaws under the Cooperatives Act. However, the act and regulation identify what must be and what may be included in your new bylaws. (more information: (pdf)

Bylaws for a continuing cooperative must be filed with the Director within 60 days of the date they are made. They must be signed by the directors and must have an attached Affidavit of Execution verifying the signatures.

The bylaws made under the Co-operative Associations Act remain in effect until the new bylaws are filed with the Director of Cooperatives. The new bylaws come into force when they are filed. If the existing bylaws conflict with the Cooperatives Act, the regulation or the new Articles of Incorporation, the legislation and the new articles apply.

Cooperatives Act and Regulation

Copies of Alberta acts and regulations can be ordered from the Queen's Printer Bookstore (external site) in person, by phone, fax, mail or on-line.