Part 12 — Fundamental Changes
260 Continuance - extra-provincial cooperative
its governing legislation, apply to the Registrar for a certificate of
continuance under this Act if the extra-provincial cooperative
(a) satisfies, or by its artic les 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 extra-provincial cooperative 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 bylaws, would meet the requirements of this
Act.
(2) An extra-provincial cooperative that applies for continuance
under subsection (1) may, without so stating in its articles of
continuance, effect by those articles any amendment to the
documents by which it was originally incorporated if the
amendment is one that a cooperative incorporated under this Act
may make to its articles.
(3) If an extra-provincial cooperative wishes to apply for
continuance under subsection (1), articles of continuance in the
form set by the Registrar must be sent to the Registrar, together
with any information that the Registrar may require.
(4) The Registrar must issue a certificate of continuance on receipt
of articles of continuance that comply with this Act, the regulations
and any information required by the Registrar under subsection (3).
(5) On the date shown in the certificate of continuance,
(a) the extra-provincial cooper ative 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 continuanc e is deemed to be the certificate
of incorporation of the continued cooperative.
(6) The Registrar 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.
(7) When an extra-provincial cooperative is continued as a
cooperative under this Act,
(a) the property of the extra-provincial cooperative continues to
be the property of the cooperative,
(b) the cooperative continues to be liable for the obligations of
the extra-provincial cooperative,
(c) an existing cause of action, claim or liability to prosecu tion
is unaffected,
(d) a civil, criminal, administrative, investigative or other action
or proceeding pending by or against the extra-provincial
cooperative may continue to be prosecuted by or against the
cooperative, and
(e) a conviction against, or ruling, order or judgment in favo ur
of or against, the extra-provincial cooperative may be
enforced by or against the cooperative.
(8) When an extra-provincial cooperative is continued as a
cooperative under this Act,
(a) its common shares that carr y a right to vote are deemed to
be membership shares and any class of shares that are
non-voting shares are deemed to be investment shares to
which are attached the rights, privileges and restrictions set
out in this Act and the articles of continuance,
(b) the holders of the common shares of the extra-provincial
cooperative that carry a right to vote are deemed to be the
members of the cooperative,
(c) if the extra-provincial c ooperative does not have share
capital, each member of the extra-provincial cooperative is
deemed to be either a member of the cooperative or to hold
membership shares in the cooperative, as provided in the
articles of continuance, and
(d) any agreement made before continuance under which the
holders of any common shares of the extra-provincial
cooperative have agreed to vote those shares in a manner
provided in the agreement is of no effect.
(9) Subject to section 163,
(a) a share of an extra-provincial cooperative issued before i t
was continued under this Act is deemed to have been issued
in compliance with this Act and with the provisions of the
articles of continuance irrespective of whether the share is
fully paid and of any designation, right, privilege, restriction
or condition set out on or referred to in the certificate
representing the share,
(b) continuance under this Act does not deprive a holder of an y
right or privilege that the holder claims under, or relieve the
holder of any liability in respect of, an issued share, and
(c) shares carry voting rights only to the extent permitted by
this Act.
(10) For the purposes of subsection (9), "share" includes an
instrument referred to in section 124(1), (2) and (4), a share warrant
or a like instrument.
2001 cC-28.1 s260;2001 c23 s1(2);2022 c16 s3(44)