The auditor of a corporation or a member of the audit committee may call a meeting of the committee. A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that, (a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or. The issuance of articles under this section does not affect the rights or obligations of the corporation. A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws, this Part and Part XII. (b) issued in exchange for other securities; are deemed to be securities that are part of a distribution to the public if those other securities were part of a distribution to the public. (b) shall not permit any of its subsidiary bodies corporate to acquire shares of the corporation. A shareholder of a corporation is entitled upon request and without charge to one copy of the articles and by-laws and of any unanimous shareholder agreement. (h) constrain the issue or transfer of the shares of the class or extend or remove the constraint. The person, partnership or association may, (a) within three years of the date when the notation is made pursuant to subsection (3); and. 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. A proxyholder or an alternate proxyholder has the same rights as the shareholder who appointed him to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at the meeting in respect of any matter by way of any show of hands. (ii) where no notice is given, on the day on which the meeting is held. Two or more individuals are each considered to be an individual with significant control over a corporation if, in respect of a significant number of shares of the corporation, (a) an interest or right, or a combination of interests or rights, referred to in clause (1)(a) is held jointly by those individuals; or. (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation. Where a director pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings, he is entitled to any preference that the employee would have been entitled to, and where a judgment has been obtained he is entitled to an assignment of the judgment. For the purposes of this Act, securities of a body corporate, (a) issued upon a conversion of other securities; or. If for any reason it is impracticable to call a meeting of shareholders of a corporation in the manner in which meetings of those shareholders may be called, or to conduct the meeting in the manner prescribed by the by-laws and this Act, or if for any other reason a court thinks fit, the court, upon the application of a director, a shareholder entitled to vote at the meeting or the Director, may order a meeting to be called, held and conducted in such manner as the court directs. 1991-92, c. 41, s. 4; S.M. Effect of business authorization for trust and loan corporations, Notwithstanding any provision of this Part, where a body corporate is required to have a business authorization under Part XXIV. Upon receipt of articles of amendment, the Director shall issue a certificate of amendment in accordance with section 255. (b) a request to execute or not to execute a form of proxy or to revoke a proxy, (c) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and. (b) the words "Incorporated under the Laws of Manitoba" or words of like effect; (c) the name of the person to whom it was issued; and. The articles of amendment shall contain the formula, terms and conditions upon which the shareholders become members or the members become shareholders. (f) a person who receives specific confidential information from a person described in this subsection or in subsection (3), including a person described in this clause, and who has knowledge that the person giving the information is a person described in this subsection or in subsection (3), including a person described in this clause. Failure to comply with subsec. (b) otherwise inform the shareholders and, if the corporation is one that is required to comply with section 154, it shall inform the Director of the error or misstatement in the same manner as it informs the shareholders. The Director, subject to such terms and conditions as he sees fit to impose, may restore the registration of any body corporate; and thereupon the body corporate, subject to the terms of the restoration order and the rights of third parties acquired subsequent to the cancellation, shall be restored to its legal position including all its rights and privileges, actions, property, and assets, as at the time of the cancellation in the same manner and to the same extent as if there had been no cancellation. The Corporations Act (Manitoba) “99(1). ", "Inc." or "Corp.", is guilty of an offence and liable on summary conviction to a fine not exceeding $500. Every director and officer of a corporation in exercising his powers and discharging his duties shall, (a) act honestly and in good faith with a view to the best interests of the corporation; and. Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series. It is not necessary that all directors elected at a meeting of shareholders hold office for the same term. Upon the demand of an auditor of a corporation, the present or former directors, officers, employees or agents of the corporation shall furnish such. A corporation shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that, (b) the realizable value of the corporation's assets would after the payment be less than the aggregate of. A corporation that, without reasonable cause, contravenes this section is guilty of an offence and liable on conviction to a fine not exceeding $5,000. (iii) the cancellation or reinstatement of a registration, (iv) changes to their name, articles, registered office, directors or attorney for service, and. A corporation is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all. 1993, c. 29, s. 176; S.M. (c) if a person who is interested in a contract later becomes an officer, forthwith after he becomes an officer. 2000, c. 41, s. 10. Any person, partnership or association may give the Director notice of the name under which his or its business or undertaking is carried on and thereupon the Director may, if in his opinion the name is not objectionable, make a notation of the name in his records. (e) any other matters related to clauses (a) to (d) that the Director considers appropriate. An auditor of a corporation ceases to hold office when he. (c) the satisfaction and discharge of the trust indenture. A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16). Personal liability in pre-incorporation contracts. A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor. (c) declaring its stated capital to be reduced by an amount that is not represented by realizable assets. (a) an order determining the notice to be given to an interested person or dispensing with notice to any person other than the Director; (b) an order appointing counsel, at the expense of the corporation, to represent the interests of the shareholders; (c) an order requiring a corporation to call, hold and conduct a meeting of holders of securities or options or rights to acquire securities in such manner as the court directs; (d) an order permitting a shareholder to dissent under section 184; (e) an order approving an arrangement as proposed by the corporation or as amended in any manner the court may direct. (b) the realizable value of the corporation's assets would after the payment be less than the aggregate of its liabilities and stated capital of all classes. The Director may impose any condition on the registration of a body corporate that is required to have a business authorization under Part XXIV and shall do so in the circumstance set out in clause 199.2(d). Notwithstanding that the articles provide the pre-emptive right referred to in subsection (1), shareholders have no pre-emptive right in respect of shares to be issued, (a) for a consideration other than money; or. A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly. Facts Organization R was incorporated under the Non-Profit Corporations Act of Province P to undertake research into xyz. (c) declaring that he has made such examination or investigation as he believes necessary to enable him to make the statements or give the opinions contained or expressed therein. S.M. 2001 - 2020-04-17 12,866. or to imprisonment for a term not exceeding six months or to both. (a) an application for registration or for a supplementary certificate of registration made by the body corporate shall not be accepted unless it has a business authorization under Part XXIV or has been issued a corresponding change to that business authorization; (b) a certificate of registration or a supplementary certificate of registration shall not be issued to the body corporate unless it has a business authorization under Part XXIV; (c) the body corporate shall not carry on business in Manitoba unless it has a business authorization under Part XXIV and a certificate of registration under this Part; (d) any conditions imposed on the business authorization of the body corporate under Part XXIV shall immediately be imposed on its registration; and. or to imprisonment for a term not exceeding six months or to both. However, if money is not an object, this higher initial cost of incorporation may p… If the management of a corporation fails to comply without reasonable cause with subsection (1), the corporation is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. A corporation may in the capacity of a legal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares. The statutory declaration required under subsection (1) shall state, (a) the name and address of the person requiring the trustee to furnish the list and, if the person is a body corporate, the address for service thereof; and. (a) an amendment to the articles of a corporation; (b) an amalgamation of two or more corporations; (c) a division of the business carried on by a corporation; (d) a transfer of all or substantially all the property of a corporation to another body corporate in exchange for property, money or securities of the body corporate; (e) an exchange of securities of a corporation held by security holders for property, money or other securities of the corporation or property, money or securities of another body corporate that is not a take-over bid to which The Securities Act applies; (f) a liquidation and dissolution of a corporation; and, (g) any combination of the foregoing; (« arrangement »), "reorganization" means a court order made under, (b) the Bankruptcy Act (Canada), approving a proposal; or, (c) any other Act of the Legislature that affects the rights among the corporation, its shareholders and creditors. Where shares of a class are converted into shares of another class, the shares converted become the same in all respects as the shares of the class or classes respectively into which they are converted and the number of shares of each class affected by the conversion is changed and the articles are amended accordingly. Particulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register. (a) any of the securities of which are or were part of a distribution to the public, remain outstanding and are held by more than one person; or. 1988-89, c. 11, s. 5; S.M. (a) the name and address of the applicant; (b) the name and address for service of the body corporate, if the applicant is a body corporate; and. Subject to section 157, the shareholders of a corporation shall by ordinary resolution, at the first annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting. 2008, c. 14, s. 135. (i) the shares of each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect thereof, (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of incorporation of the amalgamating holding corporation, and. (a) the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except powers to do anything referred to in subsection 110(3); (b) a director may be appointed to any office of the corporation; and. The directors of a corporation may authorize the corporation to pay a commission to any person in consideration of his purchasing or agreeing to purchase shares of the corporation from the corporation or from any other person, or procuring or agreeing to procure purchasers for the shares. Subject to subsection 177(6), after an amalgamation has been adopted under section 177 or approved under section 178, the amalgamating corporations shall send the Director articles of amalgamation that comply with section 6 and are in the form the Director requires. Information obtained under subsection (2) must not be used by any person except in connection with. A holder of debt obligations issued under a trust indenture may, upon payment to the trustee of a reasonable fee, require the trustee to furnish within 15 days after delivering to the trustee the statutory declaration referred to in subsection (4), a list setting out. R.S.M. A corporation shall cause a subsidiary body corporate of the corporation that holds shares of the corporation to sell or otherwise dispose of those shares within five years from the date that the body corporate became a subsidiary of the corporation. A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person. For the purposes of this Act, while they are cohabiting, persons who have registered their common-law relationship under section 13.1 of The Vital Statistics Act are deemed to be cohabiting in a conjugal relationship of some permanence. PDF Full Document: Canada Not-for-profit Corporations Act [1181 KB] Act current to 2021-01-28 and last amended on 2018-05-01. 2004, c. 42, s. 19; S.M. (ii) annual returns and other returns and the form and manner in which they are to be filed. This Part, except where it is otherwise expressly provided, applies to every body corporate carrying on its business or undertaking in Manitoba, other than a body corporate licensed under the Insurance Act as an insurer, or a body corporate created solely for religious purposes. An issuer or a guarantor of debt obligations issued or to be issued under a trust indenture shall, before doing any act under clause (a), (b) or (c), furnish the trustee with evidence of compliance with the conditions in the trust indenture relating to, (a) the issue, certification and delivery of debt obligations under the trust indenture; or, (b) the release or release and substitution of property subject to a security interest constituted by the trust indenture; or. Every body corporate that carries on its business or undertaking in the province without being registered, and every director and officer of the body corporate, and every representative or agent acting in any capacity for the body corporate so carrying on its business or undertaking, is respectively guilty of an offence and is liable to a penalty of $50. Subject to subsection (3), meetings of shareholders of a corporation shall be held at the place within Manitoba provided in the by-laws or, in the absence of that provision, at such place within Manitoba as the directors may determine. Number of documents. A corporation may treat as the owner of a security any survivor of the persons to whom the security was issued as joint holders, if it receives proof satisfactory to it of the death of any of the joint holders. (ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series. An arrangement becomes effective on the date shown in the certificate of amendment. MBCA. Unless the shareholders otherwise resolve at a meeting called under subsection (4), the corporation shall reimburse the shareholders for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting. (c) in the case of an amalgamation, a new power of attorney in addition to the application required under clause (b). (b) the number of directors who are required to be residents of Canada would have been present had that director been present at the meeting. For the purposes of this Act, each of the following individuals is an individual with significant control over a corporation: (a) an individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation: (i) the individual is the registered holder of them, (ii) the individual is the beneficial owner of them, or. A regulation under this section may be general or particular in its application and apply in whole or in part to or in respect of, (a) one or more classes of body corporate specified in the regulations; or. (b) within three years of the date when the latest renewal date is noted pursuant to subsection (5); give the Director notice that he or it is still carrying on his or its business or undertaking under the name noted in his records. or to imprisonment for a term not exceeding six months or to both. (ii) otherwise establishes that he owns the shares. Subject to the articles, the by-laws and any unanimous shareholder agreement and to section 28, shares may be issued at such times and to such persons and for such consideration as the directors may determine. A shareholder entitled to vote at an annual meeting of shareholders may, (a) submit to the corporation notice of any matter that he proposes to raise at the meeting, hereinafter referred to as a "proposal"; and. (m) add, change or remove any other provision that is permitted by this Act to be set out in the articles. Subject to Part XVI, this Act ceases to apply to the corporation on the date that the corporation was continued under the laws of the other jurisdiction. (c) a demand for payment of the fair value of his shares. A resignation of a director becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later. The following definitions apply in this section. 1994, c. 20, s. 3. Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 131, make a proposal to amend the articles. Phone: (204) 774-4344 Toll Free: (877) 774-4344 The Corporations Act Back to the Act Bilingual (PDF) INTERPRETATION AND APPLICATION 1: Definitions Affiliated corporations Boards and Tribunals. A corporation shall prepare, and maintain at its registered office or at another place in Manitoba designated by the directors, records containing. For the purpose of determining the shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for the determination of shareholders, but that record date shall not precede by more than 50 days or by less than 21 days the date on which the meeting is to be held. (b) reasonable proof of the governing laws, of the deceased holder's interest in the security and of the right of the legal representative or the person he designates to become the registered holder. (a) extinguishing or reducing a liability in respect of an amount unpaid on any share; (b) distributing to the holder of an issued share of any class or series of shares an amount not exceeding the stated capital of the class or series; and. Upon receipt of articles of amendment designating a series of shares, the Director shall issue a certificate of amendment in accordance with section 255. Corporate permit. (c) the aggregate principal amount of the debt obligations outstanding; as shown on the records maintained by the trustee on the day that the statutory declaration is delivered to that trustee. Subject to subsection 254(3), the Lieutenant Governor in Council may make regulations with respect to a corporation that constrains the issue or transfer of its shares prescribing. Nothing in this section gives a registrant the right to vote shares that he is otherwise prohibited from voting. If a corporation referred to in subsection (1). 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