A co-operative or co-op is a business that is owned and controlled by its members in order to provide goods or services to those members. Each member pays a membership fee or purchases a membership share and has one vote regardless of the amount of money they have invested in the co-op. The co-op's assets are collectively owned, and surplus earnings are allocated to the members according to the policies established by the co-op.
Co-operative associations are incorporated under the Co-operative Associations Act. Unlike societies, they are permitted to carry on business for profit. Unlike business corporations they are not required to have a share structure, but can set themselves up with a membership structure similar to a society.
The Supervisor of Co-operative Associations with the Department of Industry, Trade and Investment is responsible for matters relating to the operation of co-operative associations. Corporate Registries is responsible for the registration of incorporation documents, and subsequent amendments to those documents including annual filings.
One of the first steps towards incorporating is picking a name for your co-operative association. The standards to be applied must meet the naming standards that the Registrar applies on all other business entities including the name must not be the same or confusingly similar to that of an existing business or co-operative and conform with the Partnership and Business Name Act legislation.
When choosing a co-operative association name, keep the following basic principles in mind:
- The name must include "Co-operative" or "coopérative" as part of the name and the word "Limited" or "limitée" or the abbreviation "Ltd." or "Ltée" as the last item in the name.
- The more unique the name, the more likely it is to be approved.
- The name must not exceed 120 characters in length, including punctuation and spaces.
- Names can only contain; letters or English or French characters, punctuation as listed in s. 5(1)(c) of the Co-operative Associations Regulations; or Arabic numerals.
- The name must not contain a word or expression that is obscene or suggest a business that is scandalous, obscene or immoral.
- The name cannot be primarily a combination of punctuation or other marks.
- The name must not consist primarily of a geographic name.
For additional naming requirements, please consult the Co-operative Associations Act and Co-operative Associations Regulations.
Incorporation of a co-operative association requires submission of the following to Corporate Registries:
- a memorandum of association, in duplicate, signed by a minimum of five initial members and a witness to each of their signatures (names, addresses, and occupations of everyone signing must be included);
- bylaws to which the organization has subscribed;
- Notice of Registered Office;
- Notice of Directors; and
- the incorporation fee of $100 as outlined in the Co-operative Associations Fees Regulations, payable to the Government of the Northwest Territories.
Each Co-operative must have bylaws, or the rules that govern your co-op. They specify members' rights and responsibilities in order to limit misunderstandings and conflict. Prescribed bylaws are set out in the regulations to the Act. A co-op may adopt these prescribed bylaws or, create their own bylaws as long as they are not in contravention of the Co-operative Associations Act and they address everything required by the regulations.
Annual filing requirements
Every year a co-op must file an annual return accompanied by financial statements certified by an auditor appointed by the association. A suggested form is provided for the preparation of annual returns. Filings must be submitted to Corporate Registries within 30 days of the association's annual general meeting. Corporate Registries will forward the financial statements to the Supervisor of Co-operative Associations.
You are also required to file a new Notice of Registered Office or a new Notice of Directors within 15 days of any change in information that has already been filed.