No. C-1/00
Co-operatives
- Licensing

Offering statement templates for co-operatives

To the attention of all co-operatives incorporated in Ontario

The Financial Services Commission of Ontario (FSCO) is releasing three templates to assist co-operatives in preparing Offering Statements which are required to be approved by the regulator before co-operatives can sell securities, such as shares, member loans and debentures.

Co-operatives are required to provide a copy of the Offering Statement to prospective buyers of their securities before the purchase is made. (The Offering Statement must first be approved by FSCO.)

There are separate templates for loan capital co-operatives, share capital co-operatives and start-up share capital co-operatives. They are respectively titled: Offering Statement Template for Loan Capital Co-operative; Offering Statement Template for Share Capital Co-operative; and Offering Statement Template for Start-up Share Capital Co-operative.

The templates, which were developed in collaboration with a working group that included members of the Canadian Co-operative Association (Ontario Region), will ensure that persons interested in buying co-operatives' securities:

Have adequate information they need to make informed investment decisions, and

Are informed of any risk involved in purchasing the securities.
Co-operatives planning to sell securities are required to file an Offering Statement with FSCO when they have more than 25 security holders or when the sale of securities would increase the number of security holders in a co-operative to more than 25. Exemptions to filing of Offering Statements are set out in Ontario Regulation 178/90, section 12.6, as amended. In addition to the prescribed grounds for exemption, a co-operative may qualify for an exemption under section 34(2) of the Co-operative Corporations Act itself.

To obtain a copy of the templates, please visit FSCO's website located at www.fsco.gov.on.ca (click on "Publications" on the home page, and go to "Bulletins." The templates will be appended to Bulletin No. C-1/00 - Co-operatives").

Completed Offering Statements

After completing the Offering Statement, please forward it to:

Senior Manager, Licensing & Analysis
Licensing & Enforcement Division
Financial Services Commission of Ontario
Box 85
5160 Yonge Street
North York, ON
M2N 6L9

For More Information

Questions regarding the templates should be faxed to the Senior Manager, Licensing & Analysis, Licensing and Enforcement Division, FSCO. The fax number is (416) 226-7838.

Dina Palozzi
Chief Executive Officer and
Superintendent of Financial Services
July 31, 2000

Attachments (PDF):

• Offering Statement Template for Loan Capital Co-Operative
• Offering Statement Template for Share Capital Co-Operative
• Offering Statement Template For Start-Up Share Capital Co-Operative