Co-operative: Registry of Joint Stock Companies requirements

A co-operative is a legally incorporated association. It’s controlled by its members who participate through a “one-member, one-vote” process. A co-operative can be a for-profit or non-profit business. Co-operatives need to follow Registry of Joint Stock Companies requirements for incorporating, renewing, changing and ending a co-operative.

Co-operative is a legal structure you can choose for your business or non-profit.

Co-operatives can carry on a business, enterprise or service. Co-operatives cannot be banking, loan, trust or insurance companies. You can incorporate a co-operative as a non-profit where it keeps surpluses with the business. Or you can incorporate a co-operative as a for-profit where it distributes surpluses to its members.

Co-operatives have a separate legal status from their members, so liability is limited to the amount of the members’ unpaid shares or membership fees.

All co-operatives need to register with Registry of Joint Stock Companies.

Co-operatives also need to follow requirements for registering, renewing, changing and ending a co-operative with Registry of Joint Stock Companies.

Administrative requirements

Co-operatives have certain administrative requirements. For example, they need to:

  • have a registered office in Nova Scotia
  • keep a register of members
  • keep a register of directors
  • pass a special resolution to approve certain fundamental changes to the co-operative and file it with Registry of Joint Stock Companies
  • keep minutes of all general meetings and director meetings
  • notify Registry of Joint Stock Companies of changes to the registered office, directors, officers or their addresses
  • maintain the co-operative’s registration under the Co-operative Associations Act by ensuring it files an annual return and financial statements and pays the annual registration fee

If you make a significant change (like changing your name or changing your by-laws), you need to pass a special resolution and notify Registry of Joint Stock Companies.

It’s your responsibility to notify Registry of Joint Stock Companies if any of your information changes.

Help choosing a legal structure

Registry of Joint Stock Companies can’t give you legal advice. The registry can help by describing the incorporation process and telling you what documents you need for incorporation, but it can’t help you prepare them. If you have questions about preparing incorporation documents, you should discuss this with your legal and accounting advisors.

It’s your responsibility to follow the incorporation process under the legislation. In addition to forms provided by Registry of Joint Stock Companies, you may need to complete and file additional forms and documents.

Incorporate your co-operative

Reserve a name for your business or non-profit

Businesses and non-profits need to apply to reserve a name before they register, incorporate or change an existing name.

Incorporate a non-profit co-operative

Incorporate your non-profit co-operative by filing Articles of Incorporation and by-laws with Registry of Joint Stock Companies.

Incorporate a for-profit co-operative

Incorporate your for-profit co-operative by filing Articles of Incorporation and by-laws with Registry of Joint Stock Companies.

Renew your co-operative

Renew your co-operative registration with Registry of Joint Stock Companies

Co-operatives need to renew their registration, file financial statements and pay a renewal fee each year they continue to operate.

Changes to your co-operative

Change the name of your co-operative

A co-operative can change its name by filing the Special Resolution Change of Name Form with Registry of Joint Stock Companies.

File your co-operative’s financial statements with Registry of Joint Stock Companies

Co-operatives need to file financial statements with Registry of Joint Stock Companies each year.

Change co-operative by-laws and make other changes

Co-operatives can change their Articles of Incorporation and by-laws or do something out of the ordinary by filing a special resolution with Registry of Joint Stock Companies.

Update the address, officers or directors of your co-operative

Co-operatives need to notify Registry of Joint Stock Companies of changes to their civic address, mailing address and list of officers or directors.

Change your registered office address: co-operatives

Co-operatives need to change their registered office address information with Registry of Joint Stock Companies.

Business name (operating name)

Register a business name (operating name) on behalf of a business or non-profit

Most businesses and non-profits need to register their business name (operating name) with Registry of Joint Stock Companies if it’s different than their legal name.

Change a business name (operating name) on behalf of a business or non-profit

A business or non-profit can change its business name (operating name) by filing the Change of Business Name Form with Registry of Joint Stock Companies. The business name is different than the legal name.

Change the address for a sole proprietorship, partnership or business name (operating name)

Sole proprietorships and partnerships need to notify Registry of Joint Stock Companies of changes to the business location, mailing address and residential address of the sole proprietor or partners. Businesses and non-profits that have a registered business name (operating name) need to notify the registry of changes to the business location or mailing address.

Dissolve a business name (operating name) on behalf of a business or non-profit

Businesses and non-profits need to notify Registry of Joint Stock Companies when they dissolve their business name (operating name).

End a business name (operating name) on behalf of a business or non-profit: request for revocation

Businesses and non-profits need to notify Registry of Joint Stock Companies if they’re no longer using the business name (operating name).

End your co-operative

Wind-up forms: co-operatives

Co-operatives can wind up and dissolve by filing wind-up forms with Registry of Joint Stock Companies.