The Co-operative Associations Act of New Brunswick regulates the incorporation of co-operatives (co-ops) in the province.
To incorporate a co-operative an application for letters of incorporation must be submitted to the Inspector of Co-operatives. Three or more applicants, who are of the age of majority, may make an application for letters of incorporation.
- Form 1 - Application for Letters of Incorporation of an Association Limited by Shares is used for co-operatives with shares and;
- Form 2 - Application for Letters of Incorporation of an Association Limited by Membership is used for co-operatives limited by membership. Two copies of the application with original signatures must be sent to the Inspector of Co-operatives.
You can access these forms online on the Financial Instituions Forms
The application must include the objectives of the co-operative, information on the applicants, the number of shares subscribed, if applicable, and information on the provisional directors. The signature of the applicants must be witnessed. The witness or witnesses and one of the applicants must sign a declaration.
The applicants must provide a NUANS report (name search) to ensure that the name under which the incorporation is sought is not similar to the name of another business.
Applicants should check with the Commission’s Financial Institutions Division to verify that the proposed name for the co-operative is acceptable. Do this prior to making any investment in the name (i.e., logo, brand, website, etc.).
Applicants are required to provide by-laws that include the following:
- name of the association and the address of its registered office;
- date of the fiscal year end;
- par value of shares or the annual or other periodic membership fees;
- maximum interest rate to be paid on share capital;
- number or percentage of members required to form a quorum at meetings;
- minimum notice required for annual or special meetings, if different from the notice specified in the regulation;
- terms of payment for shares or membership fees;
- procedure required to call annual and special meetings;
- qualifications of directors;
- any specific duties and responsibilities of directors and officers not set out in regulations;
- minimum number of meetings of the board of directors;
- method of filling any vacancy on the board of directors;
- conditions for borrowing of money and giving security;
- conditions under which the association may borrow money from its members, the terms and the specific rates of interest, if any, to be paid on the capital;
- percentage of surplus to be set aside annually into the reserve fund;
- credit policy of the association; and
- manner in which members may withdraw from the association.
By-laws must also provide for the number of directors, the maximum number of shares a member may hold, and the possibility, as the case may be, of reinvesting the patronage return in the form of loan capital or shares.
The Commission will ensure that the documents are in conformity with the Co-operative Associations Act and will deliver letters of incorporation to the effect that the co-operative is incorporated.
Within four months of incorporation, a co-operative must hold a general meeting so members can elect the board of directors. Each year, after its annual meeting, co-operatives must send an annual return and audited financial statements to the Inspector. The return includes, among other things, the names of the officers.
Co-operatives can be exempted from having an auditor if the members pass an extraordinary resolution that is approved by the Inspector. The Inspector can dissolve a co-operative if there is reasonable cause to believe that the association is not carrying on business or is no longer in operation.
Amendments to by-laws and statutory extraordinary resolutions have to be approved by the Inspector. Various other approvals are required under the Act.