Guide to Cooperative Corporations Act in Ontario


Ontario’s Co-operative Corporations Act describes what a co-operative is and dictates how co‑operatives must operate. However, because the Act is legislation, written by parliamentarians and lawyers, it uses specialized terms that can be confusing to people outside the legal profession. That’s why On Co-op wrote a Guide in 2008—to present the requirements of the Act in plain, accessible language.

At 150 pages long, the Guide is comprehensive without being overwhelming. It explains the details of the Act, and includes advice about the procedures and protocols that define the operations of co-operatives, along with comments on how certain provisions may be used.

  • Formats available:  Hard copy, spiral bound or e-version (PDF format) on a USB memory stick.  The hard copy version does not include the FactSheet series, which can easily be downloaded and printed from the website.
  • Cost: The Guide costs $40 for On Co-op members, and $50 for non-members, plus $5.00 for shipping.  To order the Guide, contact On Co-op's Office Co-ordinator using the information at the bottom of this page.

Who should read the Guide?

This Guide will be useful for many people, including:

  • Senior employees of co-operatives
  • Members of boards of directors of co‑operatives and of co‑op federations
  • Professionals such as lawyers, accountants and others with co‑op clients
  • Co-operative developers
  • Funders and financers of co‑operatives

What does the Act govern?

The Ontario Co-operative Corporations Act governs all co-operatives incorporated in the province of Ontario, with the exception of credit unions and caisses populaires, which are regulated under a different piece of legislation, the Credit Unions and Caisses Populaires Act.

A number of regulations are associated with the Co-operative Corporations Act. They provide additional detail about aspects of the Act related to the incorporation, conduct and dissolution of co-operatives.

The Act is administered by the Financial Services Commission of Ontario (FSCO), an agency of the Ontario Ministry of Finance.

What is included in On Co-op’s Guide to the Act?

The Guide breaks down the Act into seven major sections.  It also includes four “How-To…” sections on running elections and meetings, and a series of related resources.

For ease of use, the major sections of the Guide match those of Ontario’s Co-operative Corporations Act (“the Act”).  Relevant parts of the Act are shown throughout the Guide.


1. Starting and Incorporating a Co-op

  • Why incorporate
  • Articles, bylaws and policies
  • What is in the Articles of Incorporation?
  • Special rules for worker, non-profit housing and multistakeholder co- operatives
  • To whom do you submit your incorporation documents?
  • What are policies?
  • Decisions your organization should make before filing for incorporation

2. Governing a Co-op

  • The powers of a co-op
  • The board of directors
  • Directors’ liability and conflict of interest

3. Maintaining a Co-op

  • Keeping your identity and co-op status secure
  • Conducting business with members
  • Records and files
  • The co-op’s financial statements
  • Investigating co-op status and affairs

4. Financing Co-ops

  • What does capital mean?
  • With share capital or without share capital
  • Share capital co-ops
  • Issues of shares and transfers of membership shares
  • Selling, redeeming and surrendering shares
  • Non-share capital co-ops
  • Offering statements: Raising capital
  • Surplus, profit and distribution

5. Membership in a Co-op

  • How is membership determined?
  • Withdrawal by members or removal of members
  • Member rights and obligations
  • Court-ordered meetings
  • Limited liability of members
  • Members’ meetings

6. Changing a Co-op

  • Changing the way the co-op does business or identifies itself
  • What Articles of Amendment are required to change a co-op?
  • Other changes

7. Shutting Down a Co-op

  • The co-op is going to dissolve. What needs to be done?


1. Run Elections for Directors

  • Before the annual general meeting (AGM)
  • Striking a nominating committee
  • Elections vs. acclamations
  • Scenarios to prepare for
  • Introducing elections at the meeting
  • Nominations from the floor
  • Confirmation of scrutineers
  • If an election is not required
  • If an election is required
  • Post-AGM board meeting – including election of officers

2. Hold Effective Board of Directors Meeting

  • Why does the board of directors need to hold meetings?
  • Requirements of the Act
  • What does “conducting business” mean?
  • What does making a motion involve?
  • Roles and responsibilities
  • Structure and records of meetings

3. Run a Members’ Meeting

  • Timelines
  • Roles and responsibilities
  • Structure and records of meetings

4. Guidelines for Running a Good AGM

  • Timelines
  • Structure and records of AGMs


1. Special Rules and Resources for…

  • Non-Profit Housing Co-ops
  • Worker Co-ops
  • Multistakeholder Co-operatives

2. FactSheets (included in USB/e-version only)

  • FactSheets are concise, easy to read documents on a number of different topics connected to the development and operation of co-operatives. These can also be found on the Ontario Co-operative Association website here.
  • Only the USB (e-version) of the Guide includes the FactSheets.  Those requesting the printed version, should download and print the FactSheets from the website.

3. Updates to the Act

  • These updates reflect changes made to the Act in 2009. They can also be downloaded from the On Co-op website here.
  • Versions of the Guide shipped before February 2010 will not have the updates to the Actincluded.  Please visit the Co-op Resources section of the On Co-op website to obtain the updates!

4. Glossary

  • The guide includes a glossary giving definitions of terms found in the Act.

For more information, contact:

  • Jennifer Ross
    Office Co-ordinator, Ontario Co-operative Association
    Phone: 519-763-8271 Ext. 22
  • Peter Cameron
    Co-op Development Manager, Ontario Co-operative Association
    Phone: 519-763-8271 x23