Canada Cooperatives Act — C-1.7 285
Continuance 285 (1) A body corporate incorporated or continued otherwise than under this Act may, if so authorized by its governing legislation, apply to the Director for a certificate of continuance under this Act if the body corporate (a) satisfies, or by its articles of continuance would satisfy, the requirements for incorporation as a cooperative under this Act; (b) is organized and operated and carries on its business on a cooperative basis or, by its articles of continuance, causes the body corporate to be organized and operated and to carry on its business on a cooperative basis; and (c) has a capital and corporate structure that, if set out in its articles and by-laws, would meet the requirements of this Act. Continuance for the purpose of amalgamation (2) A body corporate incorporated or continued otherwise than under this Act may, if so authorized by its governing legislation, apply to the Director for a certificate of continuance and a certificate of amalgamation under this Act if the body corporate (a) proposes to be continued under this section for the purpose of amalgamating with another body corporate in compliance with this Act and does, or will after the amalgamation, satisfy the requirements for incorporation as a cooperative under this Act; (b) is organized and operated and carries on its business on a cooperative basis or, after the amalgamation, will be organized and operated and will carry on its business on a cooperative basis; and (c) has a capital and corporate structure — or after the amalgamation will have a capital and corporate structure — that, if set out in its articles and by-laws, would meet the requirements of this Act. Amendments in articles of continuance (3) A body corporate that applies for continuance under subsection (1) or (2) may, without so stating in its articles of continuance, effect by those articles any amendment to its constating documents if the amendment is one that a cooperative incorporated under this Act may make to its articles. Articles of continuance (4) If a body corporate wishes to apply for continuance under subsection (1), articles of continuance in the form that the Director fixes must be sent to the Director, together with any information that the Director may require. Articles of continuance and of amalgamation (5) If a body corporate wishes to apply for continuance under subsection (2), articles of continuance and articles of amalgamation in the form that the Director fixes must be sent to the Director, together with any information that the Director may require. Certificate of continuance (6) The Director must issue (a) a certificate of continuance, on receipt of the articles of continuance, if the Director is satisfied that the requirements for incorporation have been met; or (b) a certificate of continuance and a certificate of amalgamation, on receipt of the articles of continuance and the articles of amalgamation, if the Director is satisfied that the requirements for incorporation and the requirements for amalgamation have been met. Reliance on articles (7) For the purpose of subsection (6), the Director may rely on the articles. Effect of certificate (8) On the date shown in the certificate of continuance, (a) the body corporate becomes a cooperative to which this Act applies as if it had been incorporated under this Act; (b) the articles of continuance are deemed to be the articles of incorporation of the continued cooperative; and (c) the certificate of continuance is deemed to be the certificate of incorporation of the continued cooperative. Copy of certificate (9) The Director must send, without delay after the certificate of continuance is issued, a copy of that certificate to the appropriate official or public body charged with the administration of the legislation under which continuance under this Act was authorized. Rights preserved (10) When a body corporate is continued as a cooperative under this Act, (a) the property of the body corporate cont