Part 5 — Capital Structure Division 1 Membership Capital
120 Stated capital account
must maintain a stated capital account for each class and series of
investment shares that it issues.
(2) A cooperative must add to the appropriate stated capital
account the full amount of any money, or the value of any thing or
service, that it receives for investment shares it issues.
(3) Notwithstanding subsection (2), a cooperative may, subject to
subsection (4), add to the stated capital accounts maintained for the
investment shares of classes or series the whole or any part of the
amount of the money, or the value of the things and services, it
receives in an exchange if the cooperative issues investment shares
(a) in exchange for
(i) property, other than a promissory note or promise to pay,
or
(ii) investment shares of, or a nother interest in, an entity
that, immediately before the exchange, or because of the
exchange, did not deal with the cooperative at arm's
length within the meaning of that expression in the
Income Tax Act (Canada), or
(b) under an amalgamation or arrangement or to members or
investment shareholders of an amalgamating corporation
who receive the investment shares in addition to or instead
of securities of the amalgamated cooperative.
(4) On the issue of an investment share, a cooperative must not
add to a stated capital account in respect of the investment share it
issues an amount greater than the amount of the money, or the
value of the thing or service, it receives for the investment share.
(5) The proposed addition of an amount to a stated capital account
maintained by a cooperative in respect of a class or series of
investment shares must be approved in advance by a special
resolution of the members and, if the cooperative has issued
investment shares, by a separate special resolution of the
investment shareholders, the class of investment shareholders or
the investment shareholders of the series of investment shares that
is affected by the special resolution, if
(a) the amount to be added was received by the cooperative but
not as consideration for the issue of the investment shares,
and
(b) the cooperative has issued i nvestment shares of more than
one class or series that are outstanding.
(6) If a cooperative issues membership shares with a par value, the
cooperative is deemed, for the purposes of sections 129(2), 133,
136 and 274(2)(d), to have a stated capital account for its
membership shares that includes each amount that has been
received by the cooperative for the membership shares.