Canada Cooperatives Regulations (SOR/99-256)

10.2 For the purpose of subsection 24(2) of the Act, the prescribed period is 60 days.

11 Despite section 10, a cooperative name that is confusing with the name of a body corporate that has not carried on business in the two years immediately before the day on which the Director receives the articles referred to in paragraph 10(a), subsection 285(4) or (5), section 292 or subsection 299(4), 303(6), 305(1) or 308(3) of the Act or a request to reserve a name under section 22 of the Act is not prohibited for that reason alone if

• (a) the body corporate has been dissolved; or

• (b) in the case of a body corporate that has not been dissolved, it consents in writing to the use of the name and undertakes in writing to dissolve immediately or to change its name before the cooperative that proposes to use the name begins using it.

12 Despite section 10, if a word in a cooperative name is confusing with the distinctive element of a trademark, official mark or trade-name, the cooperative name is not prohibited for that reason alone if the person who owns the trademark, official mark or trade-name consents in writing to the use of the cooperative name.

• 13 (1) Despite section 10, a cooperative name that is confusing with the name of a body corporate is not prohibited for that reason alone if

  • (a) the cooperative name is the name of an existing or a proposed cooperative that is the successor to the business of the body corporate and the body corporate has ceased or will, in the immediate future, cease to carry on business under that cooperative name and undertakes in writing to dissolve or to change its name before the successor cooperative begins carrying on business under that name; and

  • (b) the cooperative name of the existing or proposed cooperative sets out in numerals the year of incorporation, or the year of the most recent amendment to the cooperative name, in parentheses.

• (2) If a cooperative name is changed so that the reference to the year of incorporation or the year of the most recent amendment to the cooperative name is deleted at least two years after it is introduced, it is not prohibited for that reason alone.

14 Despite section 10, if the cooperative name of an amalgamated cooperative is the same as the name of one of the amalgamating cooperatives, it is not prohibited for that reason alone.

• 15 (1) Despite section 10, the cooperative name of a cooperative that is the same as the name of an affiliated body corporate from which the existing cooperative has acquired or will, in the immediate future, acquire all or substantially all of the property of the body corporate is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the existing cooperative begins using the cooperative name.

• (2) Despite section 10, if the cooperative name of a proposed cooperative is the same as the name of a body corporate that is to be an affiliate of the proposed cooperative from which the proposed cooperative will, in the immediate future, acquire all or substantially all of the property of the body corporate, the cooperative name is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the proposed cooperative begins using the cooperative name.

General Prohibitions

16 For the purpose of section 23 of the Act, a cooperative name is prohibited if the name contains any of the following elements:

• (a) “Parliament Hill” or “Colline du Parlement”;

• (b) “Royal Canadian Mounted Police”, “Gendarmerie royale du Canada”, “RCMP” or “GRC”; and

• (c) “United Nations”, “Nations Unies”, “UN” or “ONU”, if it connotes a relationship to the United Nations.

17 For the purpose of section 23 of the Act, a cooperative name is prohibited if it connotes that the cooperative

• (a) carries on business under royal, vice-regal or governmental patronage, approval or authority, unless Her Majesty or a person, society, authority or organization referred to in paragraph 9(2)(a) of the Trademarks Act consents in writing to the use of the name;

• (b) is sponsored or controlled by or is connected with the Government of Canada, the government of a province, the government of a country other than Canada or a political subdivision or agency of any such government, unless the appropriate government, political subdivision or agency consents in writing to the use of the name;

• (c) is sponsored or controlled by or is connected with a university or an association of accountants, architects, engineers, lawyers, physicians or surgeons or another professional association recognized by the laws of Canada or a province, unless the appropriate university or professional association consents in writing to the use of the name;

• (d) carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada, unless the Superintendent of Financial Institutions confirms in writing that the words that are used in the name and that are regulated by section 983 of the Bank Act, section 47 of the Insurance Companies Act or section 47 of the Trust and Loan Companies Act are authorized to be used under the applicable Act; or

• (e) carries on the business of a stock exchange that is regulated by the laws of a province, unless the relevant provincial securities regulator consents in writing to the use of the name.

18 For the purpose of section 23 of the Act, a cooperative name is prohibited if it contains a word or phrase, or connotes a business, that is obscene.

• 19 (1) For the purpose of section 23 of the Act, a cooperative name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in paragraph 10(a), subsection 285(4) or (5), section 292 or subsection 299(4), 303(6), 305(1) or 308(3) of the Act or a request to reserve the name under section 22 of the Act.

• (1.1) Despite subsection (1), the cooperative name is not prohibited if

  • (a) the individual or their heir or personal representative consents in writing to the use of the individual’s name and, except in the circumstances described in subsection (2), the individual has or had a material interest in the cooperative; or

  • (b) the person proposing to use the cooperative name establishes that it has been used in Canada or elsewhere by them or their predecessors so as to have become distinctive in Canada.

• (2) The individual is not required to have or to have had a material interest in the cooperative if Part 20 of the Act applies to the cooperative or the individual is a recognized cooperative leader.

20 For greater certainty, a cooperative name is not prohibited only because it contains alphabetic or numeric characters, initials, punctuation marks or any combination of those elements.

Non-distinctive Names

• 21 (1) For the purpose of section 23 of the Act, a cooperative name is prohibited if it

  • (a) is only descriptive, in any language, of the business of the cooperative, of the goods and services in which the cooperative deals or intends to deal, or of the quality, function or other characteristic of those goods and services;

  • (b) is primarily or only the name — or the first name or family name used alone — of an individual; or

  • (c) is primarily or only a geographic name that is used alone.

• (2) Despite subsection (1), the cooperative name is not prohibited if a person proposing to use the cooperative name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.

Deceptively Misdescriptive Names

22 For the purpose of section 23 of the Act, a cooperative name is prohibited if it is deceptively misdescriptive.

Combined Form of Cooperative Name

23 For the purpose of subsection 20(4) of the Act, a combined English and French form of the name of a proposed cooperative shall include only one of the words or expressions listed in subsection 20(1) of the Act.

23.1 [Repealed, SOR/2010-72, s. 3]

PART 2.1Insider Trading

23.2 For the purpose of paragraph 171(2)(a) of the Act, the prescribed percentage of voting rights is 10%.

• 23.3 (1) For the purpose of paragraph 173(1)(e) of the Act, the prescribed percentage of voting rights is 10%.

• (2) For the purpose of subsection 173(2) of the Act, take-over bid means a take-over bid within the meaning of any legislation that is set out in column 2 of an item of Schedule 5.

• (3) For the purpose of paragraph 173(4)(c) of the Act, the prescribed circumstances are that the insider

  • (a) entered into the purchase or sale as an agent or mandatary pursuant to a specific unsolicited order to purchase or sell;

  • (b) made the purchase or sale pursuant to participation in an automatic dividend reinvestment plan, share purchase plan or other similar automatic plan that the insider entered into before the acquisition of the confidential information;

  • (c) made the purchase or sale to fulfil a legally binding obligation that the insider entered into before the acquisition of the confidential information; or

  • (d) purchased or sold the security as agent, mandatary or trustee in the circumstances described in paragraph (b) or (c).

PART 2.2Meetings

Record Date

• 23.4 (1) For the purpose of subsection 51(1) of the Act, the prescribed period for the directors to fix the record date is not more than 60 days before the day on which the particular action is to be taken.

• (2) For the purpose of subsections 51(3) and (4) of the Act, the prescribed period for the directors to fix the record date is not less than 21 days and not more than 60 days before the date of the meeting.

• (3) For the purpose of subsection 51(6) of the Act, the prescribed period for the directors to provide notice of the record date is at least seven days before the date fixed.