1. Legal framework and regulator

1.1 Governing statutes and rules

Cooperatives in the Philippines are primarily governed by:

Republic Act No. 9520 (Philippine Cooperative Code of 2008) and its Implementing Rules and Regulations (IRR); and
Republic Act No. 6939 (creating the Cooperative Development Authority), as amended (including later amendments strengthening the CDA’s supervisory and regulatory powers).

1.2 Primary registering authority

Unlike corporations (SEC) and sole proprietorships (DTI), cooperatives are registered with the Cooperative Development Authority (CDA). The CDA issues the Certificate of Registration, which confers juridical personality.

2. What “registration” legally accomplishes

2.1 Juridical personality and legal capacity

Upon issuance of a CDA Certificate of Registration, the cooperative generally becomes a separate juridical entity capable of:

owning property;
entering into contracts;
suing and being sued;
opening accounts and transacting in its own name; and
exercising powers granted by law and its Articles/Bylaws.

2.2 Limited liability (with important caveats)

As a rule, members’ liability is limited to their share capital contributions (and other obligations expressly assumed under the bylaws), but:

officers may incur personal liability for unlawful acts, gross negligence, bad faith, or violations of law/regulations; and
accountable officers may be required to post bonds to protect cooperative funds.

3. Threshold eligibility to form a cooperative

3.1 Minimum number of members (primary cooperative)

A primary cooperative typically requires at least fifteen (15) natural persons who share a common bond of interest. (Secondary and tertiary cooperatives are generally formed by registered cooperatives rather than individuals.)

3.2 The “common bond” requirement

The common bond anchors the field of membership and may be based on, among others:

residence (community-based);
occupation or employment (workplace-based);
institutional affiliation (e.g., members of an association);
sectoral identity (farmers, fisherfolk, transport operators, etc.); or
service/patronage relationship consistent with cooperative principles.

A weak or artificial common bond is a common reason for CDA findings of deficiency.

3.3 General membership qualifications and typical disqualifications

Specific qualifications are set in the bylaws, but commonly include:

legal capacity to contract;
acceptance of cooperative principles and obligations; and
completion of required training (notably PMES).

Bylaws often restrict or disqualify persons with conflicts of interest, competing enterprises, or legal incapacity.

4. Know what you are registering: types and levels matter

4.1 Levels of cooperatives

Primary cooperative – organized by natural persons (most common).
Secondary cooperative – organized by primary cooperatives (e.g., federations/unions).
Tertiary cooperative – organized by secondary cooperatives (apex organizations).

Documentary requirements expand significantly as you go up levels (proof of member cooperatives’ authority, good standing, board resolutions, etc.).

4.2 Common cooperative types (purpose/service)

Registration requirements are broadly similar, but supporting documents and regulatory overlays vary by cooperative type, such as:

credit (and other financial-service cooperatives)
consumer
producers/marketing
service
multipurpose
transport (often with sector-specific coordination)
housing (often with shelter/housing regulatory alignment)

5. Pre-registration requirements (what must happen before filing)

5.1 Organizing committee and pre-organization work

Most successful registrations begin with an organizing committee that:

defines the common bond and proposed cooperative type;
recruits eligible founding members;
prepares governance documents;
drafts a business model supported by an economic survey; and
coordinates required training.

5.2 PMES (Pre-Membership Education Seminar)

A PMES (or CDA-recognized equivalent) is commonly required before registration to ensure members understand:

cooperative principles and values;
rights and duties of members;
governance (General Assembly, Board, committees);
capital structure and financial obligations; and
the cooperative’s services and risks.

PMES completion is usually evidenced by certificates and attendance records. (CDA training hour minimums and formats may be adjusted through circulars; the controlling standard is the latest CDA-prescribed requirement applicable to your category.)

5.3 Capitalization and initial contributions

Cooperatives generally require proof of:

authorized share capital (as defined in Articles/Bylaws);
subscribed share capital; and
paid-up share capital (with a minimum threshold and ratios typically prescribed by CDA policy/issuances and sometimes varying by cooperative type).

Commonly, the treasurer’s affidavit and/or bank certification will support this.

5.4 Economic survey / feasibility study

The economic survey is a core registration document. It typically includes:

the cooperative’s profile and field of membership;
community/market analysis and demand;
products/services to be offered;
operations plan;
governance and staffing assumptions;
financial projections and viability; and
risk assessment.

For certain cooperative types (especially those handling members’ money, inventory, or regulated services), CDA scrutiny of the economic survey tends to be more stringent.

5.5 The Pre-Organizational General Assembly (or organizing assembly)

Before filing, founding members typically convene to:

adopt/approve the Articles of Cooperation and Bylaws;
elect interim officers/board (or initial set of officers as required);
authorize signatories for registration; and
confirm capital contributions and other obligations.

Minutes of this meeting are often part of the registration packet.

6. Documentary requirements (primary cooperative): a structured checklist

Exact checklists are issued/updated by CDA offices, but a legally “complete” registration packet commonly includes the following categories:

6.1 Core constitutive documents

Articles of Cooperation (signed by required number of cooperators)
Bylaws (adopted by the organizing assembly)

Typical minimum contents — Articles of Cooperation:

cooperative name (with “Cooperative/Kooperatiba”);
principal office address (Philippine address);
term of existence (as allowed by law);
purposes and scope of business;
area of operation;
common bond/field of membership;
share capital structure (authorized, par value, subscription/payment terms);
names, addresses, and signatures of cooperators;
names of interim officers/board (as required); and
other statements required by law/CDA rules.

Typical minimum contents — Bylaws:

membership qualifications, admission, termination, and due process;
rights and obligations of members;
General Assembly powers, meetings, quorum, voting;
Board composition, qualifications, term, election/removal;
committees (audit, election, ethics/mediation, etc.);
capital build-up, share transfer rules, limits on ownership concentration;
allocation/distribution of net surplus (reserve fund, education fund, patronage refund, etc.);
internal controls, audit and reporting;
dispute resolution mechanisms; and
amendment procedures.

6.2 Member education and membership proof

PMES certificates and/or training documentation
List/roster of members (with addresses and signatures)
Proof of identity typically required by CDA office practice (e.g., government-issued IDs)

6.3 Financial and fiduciary protection documents

Treasurer’s Affidavit (attesting to paid-up capital and custody/deposit of funds)
Bank certificate or other proof of deposit (often required in practice)
Surety bond/bonding for accountable officers (cashiers, treasurers, those handling funds/property), as required by CDA regulations for your cooperative category

6.4 Operational and address documents

Proof of principal office address (e.g., lease contract, authority to use premises, or proof of ownership), as required by CDA office practice
Economic survey and/or development plan (commonly required)

6.5 CDA forms, undertakings, and name clearance

Accomplished CDA registration application forms
Name reservation/name verification proof (depending on CDA process in your office)
Undertakings as required (e.g., commitment to comply with CDA directives, correction of deficiencies, or name-change undertaking if later found deceptively similar)

7. Step-by-step CDA registration process (typical workflow)

Step 1 — Pre-filing: name selection and type determination

Choose a compliant name (not misleading, not identical/confusingly similar, includes “Cooperative/Kooperatiba”).
Determine the cooperative type and membership common bond.

Step 2 — Complete PMES and finalize membership roster

Ensure minimum membership and eligibility.
Secure PMES documentation.

Step 3 — Draft and adopt Articles and Bylaws

Hold the organizing assembly; approve documents; elect interim officers; authorize signatories.
Prepare minutes and required certifications.

Step 4 — Prepare economic survey and capitalization proofs

Finalize the economic survey.
Collect capital contributions and prepare treasurer’s affidavit and bank proof.
Secure required bonds for accountable officers.

Step 5 — File with the proper CDA office

File at the CDA extension office having jurisdiction over the cooperative’s principal office (or through any CDA-approved online/centralized intake system if applicable to your location and cooperative type).
Pay filing/registration fees per CDA schedule.

Step 6 — CDA evaluation and correction period

CDA evaluates legal sufficiency and policy compliance, commonly checking:

member count and common bond;
completeness and correctness of Articles/Bylaws;
feasibility via economic survey;
capitalization and safeguards (bonding);
governance compliance (required committees, audit mechanisms);
name compliance.

Deficiencies are usually issued in writing; the applicant cures by submitting corrected documents and/or clarifications.

Step 7 — Approval and issuance of Certificate of Registration

Once approved, CDA issues the Certificate of Registration and assigns the cooperative a registration number. This is the operative milestone for legal existence.

8. Special documentary burdens for secondary/tertiary cooperatives

Where the members are cooperatives (not individuals), CDA typically requires:

board and/or general assembly resolutions of each member cooperative authorizing membership and capital subscription;
proof of each member cooperative’s CDA registration and good standing;
updated audited financial statements and reports (depending on category);
list of authorized representatives; and
consolidated economic justification for the federation/union’s purpose.

9. After CDA registration: the legally necessary “activation” steps

CDA registration creates the entity, but operating compliantly typically requires additional registrations and internal set-up:

9.1 Organizational set-up

Conduct board organization meeting; adopt internal policies; appoint key officers.
Constitute statutory committees (audit, election, ethics/mediation, etc., as required).
Adopt a code of governance and internal control procedures consistent with CDA rules.

9.2 BIR registration (tax and invoicing)

Most cooperatives must register with the Bureau of Internal Revenue (BIR) for:

issuance of TIN (if not yet obtained);
authority to print invoices/official receipts (or e-invoicing compliance as applicable);
registration of books of accounts; and
withholding tax obligations (if employing staff or paying suppliers subject to withholding), even where the cooperative enjoys certain tax privileges.

Tax incentives/exemptions for cooperatives are real but conditional and frequently depend on classification, transactions, and compliance with documentary requirements under the Tax Code and BIR issuances.

9.3 LGU permits (business permits)

Even with CDA registration, a cooperative usually needs local permits to operate at its principal place of business (barangay clearance, mayor’s permit, zoning/location clearance, etc.), subject to LGU rules.

9.4 Employment registrations (if hiring)

If the cooperative will employ workers, registrations with:

SSS, PhilHealth, Pag-IBIG; and
compliance with labor standards are typically required.

9.5 Sector-specific licenses (when applicable)

Some cooperative activities require additional regulatory authority, e.g.:

BSP-regulated activities (if operating as a regulated financial institution)
transport franchising/route authorities
housing development and licensing requirements
energy/electric cooperative regulatory coordination CDA registration is foundational, but it does not automatically substitute for sectoral permits.

10. Ongoing compliance duties that begin immediately after registration

A cooperative’s “good standing” depends on continuing compliance, commonly including:

10.1 Governance and meetings

Regular General Assembly meetings with proper notice, quorum, and minutes
Board meetings and resolutions maintained in corporate records
Elections conducted according to bylaws and CDA rules

10.2 Mandatory funds and surplus allocation

Cooperative law prescribes mandatory allocations (e.g., reserve fund and education/training), and the cooperative must follow lawful allocation of net surplus, including patronage refunds and limited interest on share capital, subject to conditions.

10.3 Reporting to CDA

Typically required periodic submissions include:

annual reports;
audited financial statements (depending on size/type thresholds);
updates on officers and address;
performance and social audit requirements (as prescribed); and
other compliance reports required by CDA circulars.

Failure to submit can lead to sanctions, loss of good standing, and jeopardized tax privileges.

11. Common grounds for delay or denial (and how to avoid them)

Defective or inconsistent Articles/Bylaws
- mismatch between stated purpose and cooperative type
- missing required clauses (membership, governance, surplus allocation, dispute resolution)
Weak or unclear common bond
- membership appears open-ended without a coherent field of membership
Economic survey not credible
- no demand analysis, unrealistic projections, unclear operations plan
Capitalization proof issues
- unclear paid-up capital, missing treasurer’s affidavit, no supporting bank proof (where required)
Missing PMES documentation
- incomplete attendance, unrecognized training, insufficient documentation
Name conflicts
- confusing similarity to existing registered cooperative names or use of restricted descriptors

12. Amendments, restructuring, and lifecycle events linked to registration

Even after registration, certain major actions require CDA approval/filings, such as:

amendments to Articles/Bylaws (often requiring GA approval and formal CDA filing);
change of name or principal office;
merger, consolidation, division;
dissolution and liquidation; and
conversion (where legally permitted and properly structured).

Each of these is treated as a regulated act with documentary and voting requirements under RA 9520 and CDA regulations.

13. Practical drafting notes (Articles/Bylaws) that prevent future disputes

Well-drafted cooperative constitutive documents usually:

clearly define the service relationship (what members get and what they owe);
detail member discipline and due process (notice, hearing, appeal);
specify capital build-up and withdrawal rules (timelines, set-offs, liquidity protection);
establish conflict-of-interest rules and related-party transaction controls;
provide an internal dispute resolution path (mediation/conciliation) before litigation; and
align committee functions with CDA-required governance structures.

14. Core legal references (Philippine context)

Republic Act No. 9520 – Philippine Cooperative Code of 2008
Republic Act No. 6939 – Cooperative Development Authority Charter (as amended)
CDA Implementing Rules and Regulations, Memorandum Circulars, and regulatory issuances governing registration, capitalization, training, reporting, and cooperative classification
National Internal Revenue Code (Tax Code) and relevant BIR issuances affecting cooperative taxation and invoicing/withholding obligations
Local Government Code (RA 7160) for local permitting and business regulation
Sector-specific laws/regulations where the cooperative’s activity is regulated (financial, transport, housing, energy, etc.)