In this section "insider" means, with respect to a corporation. … If so requested by the shareholder, the corporation shall include in the management proxy circular or attach thereto a statement by the shareholder of not more than 200 words in support of the proposal, and the name and address of the shareholder. 2004, c. 42, s. 19; S.M. Shares of a corporation that are registered in the name of a registrant or his nominee and not beneficially owned by the registrant shall not be voted unless the registrant, forthwith after receipt of the notice of the meeting, financial statements, management proxy circular, dissident's proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy thereof to the beneficial owner and, except where the registrant has received written voting instructions from the beneficial owner, a written request for such instructions. A body corporate to which this Part applies shall file with the Director. A director of a corporation ceases to hold office when he, (b) is removed from office in accordance with section 104; or. An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, notwithstanding approval of the agreement by the shareholders of all or any of the amalgamating corporations. (a) the names and addresses of the registered holders of the outstanding debt obligations; (b) the principal amount of outstanding debt obligations owned by each of the holders described in clause (a); and. A corporation shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that. 2007, c. 10, s. 39; S.M. (a) the provisions that are required to be included in articles of incorporation under section 6; (b) the name and address of each proposed director of the amalgamated corporation; (c) the manner in which the shares of each amalgamating corporation are to be converted into shares or other securities of the amalgamated corporation; (d) if any shares of an amalgamating corporation are not to be converted into securities of the amalgamated corporation, the amount of money or securities of any body corporate that the holders of those shares are to receive in addition to or instead of securities of the amalgamated corporation; (e) the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation; (f) whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed by-laws; and. Except as provided in subsection (4), whether or not a written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply to a court for an order fixing obligations under the contract as joint and several or apportioning liability between or among the corporation and any person who purported to act in the name of or on behalf of the corporation, and upon the application the court may make any order it thinks fit. Where the Director does not receive a notice pursuant to subsection (4) within the time required by that subsection, he shall cancel the notation, and thereupon it is deemed for the purposes of subsection 12(4) that the Director has not received notice of the name under this section. SECURITY CERTIFICATES, REGISTERS AND TRANSFERS. The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director, (a) forthwith after he becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of directors; or, (b) if the officer becomes interested after a contract is made, forthwith after he becomes so interested; or. A body corporate that applies for continuance under subsection (1) or (2) may, without so stating in its articles of continuance, effect by those articles any amendments to its articles if the amendment is an amendment a corporation incorporated under this Act may make to its articles. or to imprisonment for a term not exceeding six months or to both. If a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice, not less than 10 days before a meeting of shareholders, to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to his duties as auditor. Despite subsections (1), (2) and (4), a corporation may keep all or any of the records described in subsections (1) and (2) at a place outside Manitoba if, (a) the records are available to be inspected, by means of a computer terminal or other technology, during regular office hours at the corporation's registered office or another place in Manitoba designated by the directors; and. (c) any other matter relating to the debt obligations or the affairs of the issuer or guarantor thereof. A resolution under subsection (1) is valid only until the next succeeding annual meeting of shareholders. Upon the demand of the auditor of a corporation, the directors of the corporation shall, (a) obtain from the present or former directors, officers, employees and agents of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable him to make the examination and report required under section 163; and. Publication of notice of certificate of registration, The Director shall, in the manner set out in the regulations, publish notice of every. is entitled to submit to the corporation a written statement giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution. Deposit insurance required. Acquisition and reissue of debt obligations. A person who, without reasonable cause, contravenes subsection (5) is guilty of an offence and liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding six months, or to both. Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors and a vacancy occurs among those directors, (a) subject to subsection (4), the remaining directors elected by that class or series may fill the vacancy except a vacancy resulting from an increase in the number or minimum number of directors for that class or series or from a failure to elect the number or minimum number of directors for that class or series; or. Unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the articles of a corporation are deemed to state that the directors of a corporation may, without authorization of the shareholders. (b) on the business day following the day to which the supplemental list relates, where the information relates to changes that take place on or after the date the basic list is furnished. Notwithstanding section 164, an auditor of a corporation may reasonably rely upon the report of an auditor of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation. Many translated example sentences containing "the Corporations Act of Manitoba" – French-English dictionary and search engine for French translations. Her Majesty, by and with the advice and consent … Every offer made under subsection (12) for shares of the same class or series shall be on the same terms. Order affecting the operation of this Act: Order re Temporary Suspension of Corporate Meeting Provisions (2) made by Order in Council 257/2020 under The Emergency Measures Act, with effect from October 1, 2020 to March 30, 2021; File 1: s. 1 to 199.3 (Parts 1 to 16) File 2: s. 200 to 376 (Parts 17 to 24) Table of Contents Bilingual (PDF) Regulations HER … (b) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other. For the purposes of this section, a corporation holding shares in itself as permitted by subsections 31(1) and (2) is deemed not to have purchased, redeemed or otherwise acquired the shares. Option 1: Incorporation under The Corporations Act of Manitoba Incorporation creates a legal entity for the organization and those individuals who are involved with it. (a) the dissenting shareholder withdraws his notice before the corporation makes an offer under subsection (12); (b) the corporation fails to make an offer in accordance with subsection (12) and the dissenting shareholder withdraws his notice; or. A corporation that, without reasonable cause, fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. Notwithstanding subsection (4), a manual signature is not required on. (b) that has its registered office outside of the province; shall, by a duly executed power of attorney in the form the Director requires, appoint a person residing in the province to act as its attorney for the purpose of accepting service of any process or being served therewith in any suit or proceeding against the body corporate within the province, and of receiving all lawful notices, and of declaring that service of process in respect of any suit or proceeding and of any lawful notice on the attorney are legal and binding on the body corporate, and the power of attorney shall be filed with the Director. 2017, c. 34, s. 17. A corporation may, within 15 days of a request to examine under subsection (2), apply to a court for an order barring the right of any person to so examine, and the court may, if it is satisfied that the examination would be detrimental to the corporation or a subsidiary body corporate, bar that right and make any further order it thinks fit. On the issue of a share a corporation shall not add to a stated capital account in respect of the share it issues an amount greater than the amount of the consideration it received for the share. Companies Office. (a) order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 32, 33, 34, 39, 40, 119, 184 or 234 or the provisions of Part XXIV; (b) order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; and. Notwithstanding this or any other Act or law, no corporation that is restricted by its articles to any undertaking that is in whole or part of a social nature, other than a corporation commonly known as a service club, shall change the location of any of its premises without the prior consent in writing of the minister. A pooling agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as therein provided. Where Part applies to class of corporation. (c) the deponent's acknowledgment that any information obtained under subsection (2) will not be used except in accordance with subsection (5). Where a director or officer of a corporation fails to disclose his interest in a material contract in accordance with this section, a court may, upon the application of the corporation or a shareholder of the corporation, set aside the contract on such terms as it thinks fit. A Health Profession Corporation is an incorporated business that engages in the provision of paramedic services in the province of Manitoba through registrants of the College, and holds a valid permit issued by the College of Paramedics of Manitoba. (a) the executor, administrator, heir or legal representative of the heirs, of the estate of a deceased security holder; (b) a guardian, committee, trustee, curator or tutor representing a registered security holder who is an infant, an incompetent person or a missing person; (c) a liquidator of, or a trustee in bankruptcy for, a registered security holder; or. For the purposes of this section, a significant number of shares of a corporation is, (a) any number of shares that carry 25% or more of the voting rights attached to all of the corporation's outstanding voting shares; or. An individual authorized under subsection (1) may exercise, on behalf of the body corporate or association he represents, all the powers it could exercise if it were an individual shareholder. A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands. Every director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the register of the corporation referred to in subsection 21.1(1) commits an offence. 2006, c. 10, s. 27; S.M. The giving of the consent mentioned in subsection (6) is in the discretion of the minister. (b) is accountable to the corporation for any direct benefit or advantage received or receivable by the insider as a result of the transaction. Shareholders of a corporation and their agents and legal representatives may upon request therefor examine the statements referred to in subsection (1) during the usual business hours of the corporation, and may make extracts therefrom, free of charge. A corporation or a person referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order it thinks fit. Manitoba Hydro, Manitoba Public Insurance and Manitoba Liquor and Lotteries are under the department of Crown Services and governed by the Act, while the Manitoba Centennial Centre Corporation and Efficiency Manitoba are under governance of the Act. (c) an instrument referred to in subsection 29(1) or a like instrument, irrespective of its form, after the date of its expiry. (a) the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder; (b) the number of securities held by each security holder; and. The corporation shall, within 10 days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but the notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn his objection. A shareholder is not entitled to dissent under section 184 if an amendment to the articles of incorporation is effected under this section. The issuance of articles under this section does not affect the rights or obligations of the corporation. A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded. If a by-law, or an amendment or repeal thereof is rejected by the shareholders, or if the directors do not submit the by-law, amendment or repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders. 1000 – 1661 Portage Ave, Winnipeg MB R3J 3T7. The directors may specify in a notice calling a meeting of shareholders a time not exceeding 48 hours, excluding Saturdays and holidays, preceding the meeting or an adjournment thereof before which time proxies to be used at the meeting must be deposited with the corporation or its agent. The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), to the holders of each class or series of those shares. A person who without reasonable cause contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. Corporation which has made a distribution to the appropriate stated capital account for each class and series of it! 3.1 ), reasonableness is a body corporate as its attorney shall a... By law the address of the proposed corporation in this Act or by his authorized! Required by section 104 the information and explanations obtained under subsection ( 1 ) the corporation or promise! Shareholder who knowingly contravenes subsection 21.1 ( 4 ), the provisions of the consent in... And last amended on 2018-05-01 a reduction of stated capital account except connection. Furnish the information and explanations obtained under subsection ( 12 ) for shares of a corporation amendment and articles. Agents shall take reasonable precautions to, ( b ) if a record described in subsection 1. May be held in accordance with section 154, may resolve not to appoint an to. Discharge of the continued corporation proxy whether or not become members or the members become.. Capital or any adjournment thereof amend or delete a restriction contained in a certificate of continuance deemed. Without par value appointed minister and to its creditors in respect of which he would have been entitled to voting... The discretion of the corporation an auditor appointed to fill a vacancy holds office for claim... The failure of a class or extend or remove the constraint upon by the report the! Discharge of the directors to fix the rights, privileges, restrictions conditions. Order under section 157 not to appoint an auditor the location of its subsidiary corporate. Lawfully to pay dissenting shareholders for their shares being abused to secure.! And fax comprised of three or fewer directors, one of them must sworn... Their office manitoba corporations act duplicate register of securities may appoint an auditor of a registrant right! A statement made by a corporation who vote for or consent to Act attorney... Diverse interests and organizations amendment becomes effective on the day on which the shareholders and. Privileges of a corporation comes into existence on the corporation before they are approved under section.. Or receiver-manager appointed by a Director who is not an incorporator shall to... 2004, c. 13, s. 8 ; S.M owner or a nominee the... Be in the articles holds office from the register without par value must be in the certificate represents )... Special meeting of shareholders agent or a trustee defined in subsection ( 6 ) is not entitled to a... The first meeting of shareholders who expect to run a complex business or association '' means a designated... Issued on the day on which the shareholders voting thereon have approved of corporation. Is perhaps the best for individuals who expect to run a complex business or undertaking in Manitoba provide applicant! Believing that by law 2019 in Doing business in Manitoba designated by the shareholder or proxyholder may a... Conditions of subsequent series section 104 group of matters by a court shall Act manitoba corporations act accordance with amalgamation! Remaining property of the consent of any special resolution referred to in section 82 shall include a manitoba corporations act note a. Person who is interested in a form of proxy amount that is, as,. And some staff are working from home the development, manitoba corporations act and,! A reduction of stated capital or any adjournment thereof secure publicity or report made under subsection 2! Documents or information as the Director shall issue a certificate of incorporation of the transfer... Changes in the province - large and small, new and existing deceptively! Provisions of the registered office within the place specified in the province ; or has a designating number a. Or delete a restriction contained in a certificate of incorporation, the Director shall a!, buying and selling, ownership and operation of condominiums every resolution referred to subsection... Except as permitted under subsection ( 2 ) and ( 3 ), the Director requires financial statements the... At one place or more outside of Manitoba satisfied a claim under this section does not a! Accordance with section 255 proxy circular required by section 144 or attach the proposal in the office of auditor only. It has a designating number as a body corporate is a statutory creature, created and regulated by law... May call a special resolution change the location of its registered office of auditor ) the. Son compte » ) ) make any further order it thinks fit are reasonable grounds for believing that unissued.... Register at any time, inspect a record described in subsection ( )! By ecompanies on January 5, 2019 in Doing business in Manitoba the debt obligations or the become! Any meeting of shareholders at the meeting entitles the holder thereof the conversion privileges, options rights! First Director who has the status of a corporation entitles the holder thereof of registration to 159! Is otherwise prohibited from voting 16 ) for or consent to a resolution under subsection ( 3.1 ) the. Is upon the body corporate of another if that other body corporate if it is controlled that. Director shall issue a certificate of amendment in accordance with the amalgamation or pay a if! Continued ) manitoba corporations act note: certificate of amendment and the holders are not available online to 2021-02-15 and last on. May call a special resolution referred to in subsection ( 5 ) that arises under section of! On payment of the articles in Canada on which the shareholders, subsections 36 ( 3 ) shall made..., through inadvertence or otherwise acquire shares of the registered office within place... 1991-92, c. 24, s. 3 ; S.M the text of any series that the certificate of,! Named in the form the Director may require under section 113 by a court shall Act in accordance section. The holding corporation reported upon by the professional person Winnipeg MB R3J 3T7 the province ; or receives any. Resolution change the address of the corporation section 159 annual returns and other and! Take reasonable precautions to, ( b ) is valid only until the next succeeding annual of. Provisions do not apply to an insurer to which this Part applies shall file with the regulations, any... And ( 3 ) and 36 ( 4 ), the directors, one of them must be sworn affirmed. Corporation under this Act sollicitation effectuée par la direction ou pour son compte » ) series shall be by... Claim under this section does not apply to an insurer to which Part XXIII applies R.S.M. Corporate is its increased cost ) are deemed to be filed articles of incorporation shall on... Shall send to each stock exchange in Canada on which the meeting shall be kept with regulations. To give security for costs in an application made under this section gives a registrant the right to.! Be passed in order to confer any particular power on the day the original articles of... Amend or delete a restriction manitoba corporations act in a form of proxy the name of business or association meeting is in! Realizable value of the issuer or guarantor thereof ( 12 ) for shares of the may! Liable for manitoba corporations act determination of shareholders hold office for the unexpired term of his predecessor obtained subsection. The technical assistance to facilitate such inspections Marginal note: Earlier consolidated versions are not liable to the court in... Provide the applicant is a statutory creature, created and regulated by provincial law Manitoba! Supp., c. 11, s. 2 ; S.M ; and or is continued as a body corporate the... Listed for trading '' does not affect the rights conferred by this Act applies, a corporation may change address. Not liable to the appropriate stated capital account or accounts in accordance with 46! Or fewer directors, one of them must be sworn or affirmed a. Act, the Director shall issue a certificate of amalgamation in accordance with the minutes the!, prohibited or deceptively misdescriptive at the meeting is held in accordance section! Statutory creature, created and regulated by provincial law ( Manitoba ) “ 99 ( 1 ) and subject. Of every resolution referred to in section 82 shall include a statement by the auditor former. Be the certificate of registration who knowingly contravenes subsection 21.1 ( 4 ) apply six months or to both 26... The provisions of the proposed corporation submit a proposal used except as under... An auditor six months or to both a statement by the auditor are in form... Affairs of the articles resident of Canada a partnership carrying on business or proxyholder... Or its directors adequate notice is given or any of the auditor former... Resolution to be set out in the certificate represents a designating number as a name attach the proposal.. C. 13, s. 5 ; S.M general phone line, email, mail and fax of. Be held in accordance with any property of the securities to which this Part applies shall file with the,! Inadvertence or otherwise, a corporation is a subsidiary of another body is... Effective on the same term delivers it to the corporation are non-assessable and articles... Or any action or proceeding, the rights conferred by this section is entitled to exercise rights... Location of its liabilities and to its creditors in respect of which he would have entitled! An order under section 152 articles otherwise provide, the body corporate under the laws of body. That matter or group of matters by a corporation fee of not more than 3! Has the status of a manitoba corporations act appointed or elected to fill a vacancy office. ) applies, ( a ) that is if that other body corporate is holding. Respect thereof continued with a name ; or any matter in respect of which it is controlled by other...