Overview

Co-operative corporations (co-ops) incorporated under Ontario’s Co-operative Corporations Act are member owned and controlled. They operate on co-operative, democratic and financial principles, such as:

  • one member, one vote, regardless of the amount of money invested by the member
  • in some cases, distributing surplus funds to members, based on the volume of business the members have done with or through the co-operative 
  • limiting the increase of interest on loan capital, and dividends on share capital, to a percentage that is fixed by either the:
    • Co-operative Corporations Act
    • legal documents the co-op submitted to incorporate their business in Ontario (known as the Articles of Incorporation)

Mandatory documents

Whether you’re starting, changing or dissolving a co-operative corporation, you must include a cover letter and an Ontario Nuans name search report, with most applications.

For additional information regarding the required documents, information and other filing requirements, please see the following:

Cover letter

Unless you are filing an Initial Return or Notice of Change, you must submit a cover letter with the following information:

  • contact name, telephone number, return address and e-mail address
  • official email address of the co-operative
  • primary activity of the co-operative (NAICS code)
  • company key (if applicable)
  • the type of co-operative that is being incorporated and the nature of its activities

Nuans name search report

To confirm your proposed co-op name isn’t the same or similar to another Canadian business, you must submit an original, Ontario Nuans name search report, if you:

  • are filing Articles of Incorporation
  • are filing Articles of Amendment or Amalgamation that include a name change
  • want to change your co-op to a business or not-for profit corporation (or vice versa)

To get a Nuans name search report, you must:

Please note, we only accept Nuans reports that are submitted within 90 days of the date on the report.

Necessary forms to start, change or dissolve a co-operative corporation

Start a co-operative corporation

Change a co-operative corporation

Dissolve a co-operative corporation

Other forms for co-operative corporations

Accepted methods of payment

If you’re filing:

  • by mail, we accept cheques made out to the Minister of Finance
  • by email, we accept credit card by telephone (do not include credit card information on your cover letter/email or application)

Where to file all forms

All forms under the Co-operative Corporations Act must be submitted by mail or email, in accordance with the Notice – Co-operative Corporations Act – Filings by Co-operative Corporations and Notice – Filing Methods and Requirements.

By mail

Ministry of Public and Business Service Delivery
Business and Personal Property Branch
393 University Avenue, Suite 200
Toronto, Ontario
M5G 2M2

By email

ca-ccafilings@ontario.ca

Please note, you cannot file in-person.

How to incorporate your co-op

Step 1 - Get a Nuans name search report

Step 2 - Complete the form that applies to your situation

Download, complete, print and sign 2 copies of the Articles of Incorporation of a Co-operative form:

  • with Share Capital (Form 1), if the co-op plans to raise money by issuing and selling shares, borrow money and issue other forms of debt to members and non-members.
  • without Share Capital (Form 2), if the co-op does not plan to issue shares and will raise money through other means.

Manual signatures or electronic signatures are permitted (see Notice – Filing Methods and Requirements).

Step 3 - Gather your supporting documents

Your documents must include:

Step 4 - Cost

It costs $335 to file Articles of Incorporation. If you are applying to incorporate a non-profit co-operative, it’s $155. You can pay either by mail or email. 

Step 5 - Submit your application

The submission of your application by mail or by email must be in accordance with the Notice – Co-operative Corporations Act – Filings by Co-operative Corporations and Notice – Filing Methods and Requirements.

An electronic copy is permitted instead of duplicate originals for filings by email in accordance with the Notice – Filing Methods and Requirements.

File an Initial Return and Notice of Change

An Initial Return and a Notice of Change can be filed online through the Ontario Business Registry. Filings must be made in accordance with the Notice - Corporations Information Act – Filing an Initial Return – Ontario Corporations. 

Initial Return

Co-ops are required to file a Corporations Information Act Initial Return, within 60 days of the date of incorporation, amalgamation or continuation.

Notice of change

Co-ops must file a Notice of Change, within 15 days after the day the information filed in the most recent return or notice changes, such as:

  • head office address
  • director/officer information

For more detailed information about filing an Initial Return and Notice of Change, see Notice – Corporations Information Act – Filing an Initial Return and Notice of Change – Ontario Corporations.

Step 1 - Download and complete the form or file online

If filing by mail or email, download, complete and print an Initial Return/Notice of Change within 60 days of the date of incorporation or within 15 days if your co-op information changes. You need a Company Key to file an Initial Return/Notice of Change using this form.

Initial Returns and Notices of Change can be filed online through the Ontario Business Registry. You need a Company Key to file an Initial Return/Notice of Change using the Ontario Business Registry.

If you do not have a Company Key, or cannot obtain one because your contact information is out of date, you can file your Notice of Change through a Government-authorized service provider.

There is no Ministry fee for filing this form.

Step 2 - Submit your application 

The submission of your application by mail or by email must be made in accordance with the Notice – Co-operative Corporations Act – Filings by Co-operative Corporations and Notice – Filing Methods and Requirements.

An electronic copy is permitted instead of duplicate originals for filings by email in accordance with the Notice – Filing Methods and Requirements.

Amalgamate your co-op

You must file Articles of Amalgamation if two or more Ontario co-operatives, incorporated under the Co-operative Corporations Act, plan to amalgamate (become 1 co-operative).

Step 1 - Complete the form

Download, complete, print and sign 2 copies of the Articles of Amalgamation (Form 10).

Manual signatures or electronic signatures are permitted (see Notice – Filing Methods and Requirements).

There is no Ministry fee for filing this form.

Step 2 - Gather your supporting documents

Your documents must include:

Step 3 - Submit your application

The submission of your application by mail or by email must be in accordance with the Notice – Co-operative Corporations Act – Filings by Co-operative Corporations and Notice – Filing Methods and Requirements.

An electronic copy is permitted instead of duplicate originals for filings by email in accordance with the Notice – Filing Methods and Requirements.

Make changes to Articles

You must file Articles of Amendment if you are changing the name of your co-op or any provision within the Articles of Incorporation.

Step 1 - Complete the form

Download, complete, print and sign 2 copies of the Articles of Amendment form (Form 7).

Manual signatures or electronic signatures are permitted (see Notice – Filing Methods and Requirements).

Step 2 - Gather your supporting documents

Your documents must include:

Step 3 - Cost

It costs $100 to file Articles of Amendment. You can pay either by mail or by email.

Step 4 - Submit your application

The submission of your application by mail or by email must be in accordance with the Notice – Co-operative Corporations Act – Filings by Co-operative Corporations and Notice – Filing Methods and Requirements.

An electronic copy is permitted instead of duplicate originals for filings by email in accordance with the Notice – Filing Methods and Requirements.

Convert a co-op to a business or not-for-profit corporation

You must file Articles of Amendment (Form 7) if your co-op corporation wishes to convert to a:

  • business corporation under the Business Corporations Act
  • not-for-profit corporation under the Not-for-Profit Corporations Act, 2010

Step 1 - Complete the form

Download, complete, print and sign 2 copies of Articles of Amendment (Form 7).

Manual signatures or electronic signatures are permitted (see Notice – Filing Methods and Requirements).

Step 2 - Gather your supporting documents

Your documents must include:

  • cover letter
  • an Ontario Nuans name search report. You must change your corporation name when changing from a co-op to a business corporation under the Business Corporations Act or a or not-for-profit corporation under the Not-for-Profit Corporations Act, 2010.
  • a certified copy of the resolution or special resolution (as applicable), completed within 6 months of the submission of the Articles of Amendment
  • an Affidavit of Solvency (Amendment) form, for a name change or a decrease in authorized capital. The form must be completed by either 2 officers or, one officer and one director.

Step 3 - Cost

It costs $200 to file Articles of Amendment to convert to a corporation subject to the Business Corporations Act; $100 to convert to a corporation subject to the Not-for-Profit Corporations Act, 2010. You can pay either by mail or by email.

Step 4 - Submit your application

The submission of your application by mail or by email must be in accordance with the Notice – Co-operative Corporations Act – Filings by Co-operative Corporations and Notice – Filing Methods and Requirements.

An electronic copy is permitted instead of duplicate originals for filings by email in accordance with the Notice – Filing Methods and Requirements.

File Restated Articles of Incorporation

If your co-op wants to combine all amendments and the original Articles of Incorporation into 1 set of articles that replace the original articles and all the amendments that have been made to them, you must file Restated Articles of Incorporation with or without Share Capital.

Step 1 - Complete the form

Download, complete, print and sign 2 copies of either the:

Manual signatures or electronic signatures are permitted (see Notice – Filing Methods and Requirements).

Step 2 - Gather your supporting documents

Your documents must include a cover letter.

Step 3 - Payment

It costs $100 to file Restated Articles. You can pay either by mail or by email.

Step 4 - Submit your application

The submission of your application by mail or by email must be in accordance with the Notice – Co-operative Corporations Act – Filings by Co-operative Corporations and Notice – Filing Methods and Requirements.

An electronic copy is permitted instead of duplicate originals for filings by email in accordance with the Notice – Filing Methods and Requirements.

Dissolve a co-op

There are two ways to voluntarily dissolve a co-op:

Step 1 - Complete the form that applies to your situation

Download, complete, print and sign 2 copies of the Articles of Dissolution (Form 11), if any of the following apply to you:

  • it has been 2 years or more since the date of incorporation
  • the co-op has started carrying on business
  • the co-op has issued shares or received membership fees or loans
  • the dissolution has been authorized by the members of the co-operative.

Complete Articles of Dissolution (Form 12) if any of the following applies to you:

  • less than 2 years since the date of incorporation
  • the co-op has not started carrying on business
  • the co-op has not issued shares or received membership fees or loans
  • the dissolution has been authorized by all of the incorporators or their personal representatives.

Manual signatures or electronic signatures are permitted (see Notice – Filing Methods and Requirements).

There is no Ministry fee for filing this form.

Step 2 - Gather your supporting documents

Your documents must include:

  • cover letter
  • written consent to the dissolution, from the Ministry of Finance (submitted within 60 days after the ministry consents)

To obtain this consent, please submit your request to the Ministry of Finance 

By Mail

Ministry of Finance
Account Management and Collections Branch
33 King Street West
PO Box 622
Oshawa, Ontario
L1H 8H5

By Email

TaxRoll.Management@ontario.ca

Step 3 - Submit your application

The submission of your application by mail or by email must be in accordance with the Notice – Co-operative Corporations Act – Filings by Co-operative Corporations and Notice – Filing Methods and Requirements.

An electronic copy is permitted instead of duplicate originals for filings by email in accordance with the Notice – Filing Methods and Requirements.

Revive a co-op

You may be able to revive a co-operative corporation depending on why, when and how it was dissolved.

If the co-op was involuntarily dissolved for failing to file a financial statement, contact the Financial Services Regulatory Authority of Ontario within 2 years of the date of the involuntary dissolution for more information.

You can revive a co-op by a Private Act of the Ontario Legislature if the co-op:

Contact the Clerk of the Standing Committee on Regulations and Private Bills Legislative Assembly of Ontario for more information.

Convert your corporation into a co-op

You must file Articles of Continuance as a Co-operative with or without Share Capital if you wish to convert your business corporation or not for-profit corporation into a co-operative corporation.

Step 1 - Complete the form that applies to your situation

Download, complete, print and sign 2 copies of either the:

Manual signatures or electronic signatures are permitted (see Notice – Filing Methods and Requirements).

Step 2 - Gather your supporting documents

Your documents must include:

if the corporation is outside of Ontario, you must show us, in writing, that you have permission from your home jurisdiction to leave

Step 3 - Payment

It costs $200 to file Articles of Continuance if the corporation is continuing from a jurisdiction outside of Ontario. You can pay either by mail or by email.

There is no Ministry fee to file this form if the corporation that is continuing as a co-operative was incorporated in Ontario under the Business Corporations Act or the Not-for-Profit Corporations Act, 2010.

Step 4 - Submit your application 

The submission of your application by mail or by email must be in accordance with the Notice – Co-operative Corporations Act – Filings by Co-operative Corporations and Notice – Filing Methods and Requirements.

An electronic copy is permitted instead of duplicate originals for filings by email in accordance with the Notice – Filing Methods and Requirements.

Transfer a co-op out of Ontario

If your co-op wishes to transfer its operations out of Ontario, to another jurisdiction, please contact an Examiner at 416-314-0096 for more information.

It costs $200 to transfer out of Ontario. You must pay with a cheque made out to the Minister of Finance or credit card.

Please note, non-profit housing co-ops cannot transfer into or out of Ontario.

Offering Statements and Financial Statements

To file financial statements, or to have your Offering Statement to raise capital by selling securities approved, contact the Financial Services Regulatory Authority of Ontario.

Single name

If your legal name is a single name (where your culture has a tradition of single names) and you need to enter that single name on a form, please call ServiceOntario for more information at:

If you need more help

For more information and helpful resources, contact the provincial trade associations for Ontario’s English and French-speaking co-operatives, the Ontario Co-operative Association or the Conseil de la coopération de l'Ontario.