R.S.M. 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 corporation may charge a fee of not more than $3. S.M. Notwithstanding subsections (1), (2) and (4), if directors are not elected at a meeting of shareholders the incumbent directors continue in office until their successors are elected. A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act. 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. The Director may issue a supplementary certificate of registration to a body corporate registered under this Part that obtains articles of amalgamation, or of amendment adding to or changing its name. A body corporate to which this Part applies shall file with the Director. The remuneration of an auditor may be fixed by ordinary resolution of the shareholders or, if not so fixed, may be fixed by the directors. Upon receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 255. (b) on payment of a reasonable fee, provide the applicant with an extract of information from the register. ; (b) a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice is given in each province in Canada where the corporation carries on business; and. Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation. (a) an effort to influence the voting of shareholders of the corporation; (b) an offer to acquire securities of the corporation; or. 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 director, officer, or agent of the body corporate shall sign the return under subsection (1) and certify it to be correct. Directing change of name of professional corporation, Where the Director is notified in writing by the proper officer of the governing body of a profession that a corporation whose name was approved by the governing body. 1996, c. 58, s. 448; S.M. (e) the rights conferred by this section are being abused to secure publicity. (b) deal with any property of the corporation in his possession or control in a commercially reasonable manner. If a court makes an order referred to in subsection (1), the court may also, (a) authorize the issue of debt obligations of the corporation, whether or not convertible into shares of any class or having attached any rights or options to acquire shares of any class, and fix the terms thereof; and. 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. Upon a purchase, redemption or other acquisition by a corporation under section 32, 33, 34, 43 or 184 or clause 234(3)(f), of shares or fractions thereof issued by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares of which the shares purchased, redeemed or otherwise acquired form a part an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions thereof purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition. The word "Limited", "Limitee", "Incorporated", "Incorporee" or "Corporation", or the abbreviation "Ltd.", "Ltee. Note: Earlier consolidated versions are not available online. For the purposes of this section, a general notice to the directors by a director or officer, declaring that he is a director or officer of or has a material interest in a person and is to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made. MBPC. Notwithstanding subsection (4), a manual signature is not required on. Personal liability in pre-incorporation contracts. In this section "insider" means, with respect to a corporation. Any interested person, or the Director, may apply to a court for an order to require a corporation to comply with subsection (1), and the court may so order and make any further order it thinks fit. If a corporation's board is comprised of three or fewer directors, one of them must be a resident of Canada. A shareholder is not entitled to dissent under section 184 if an amendment to the articles of incorporation is effected under this section. The cancellation of the registration of a body corporate does not affect the liability of the body corporate or its successors for debts or liabilities of the body corporate; and action to recover them, or any action to which the body corporate is a necessary party, or proceedings to realize upon its assets, may be commenced against the body corporate or its successors, notwithstanding any suspension or revocation heretofore or hereafter made. Subsections (1) to (12) and any other provisions of this Act relating to stated capital do not apply to an open-end mutual fund. 2004 - 2020-04-21. A list obtained under this section shall not be used by any person except in connection with, (a) an effort to influence the voting of the holders of debt obligations; or, (b) an offer to acquire debt obligations; or. A person appointed by a body corporate as its attorney shall sign a consent to act as attorney in the form the Director requires. (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office; or. Except as otherwise provided in this Act and The Executions Act, the transfer or transmission of a security is governed by The Securities Transfer Act. (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. 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. The directors of a corporation may, if authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the shareholders. The chairman of the corporation reports to the appointed minister. A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors. S.M. A director of a corporation ceases to hold office when he, (b) is removed from office in accordance with section 104; or. Provincial Court of Manitoba. If the articles so provide, no shares of a class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at such price and on such terms as those shares are to be offered to others. manitoba.ca > Finance > Entrepreneurship Manitoba > Companies Office Listing of Recent Companies Office Filings For the week ending February 13, 2021 or to imprisonment for a term not exceeding six months or to both. MBCA. (b) the principal, interest and other moneys payable thereunder become or may be declared to be payable before maturity, but the event is not an event of default until all conditions prescribed by the trust indenture in connection with the event for the giving of notice or the lapse of time or otherwise have been satisfied; (« cas de défaut »), "trustee" means any person appointed as trustee under the terms of a trust indenture to which a corporation is a party and includes any successor trustee; (« fiduciaire »), "trust indenture" means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued thereunder. Voting while participating electronically. 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. (c) a person who has the status of a bankrupt. A material contract between a corporation and one or more of its directors or officers, or between a corporation and another person of which a director or officer of the corporation is a director or officer or in which he has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of directors or committee of directors that authorized the contract, if the director or officer disclosed his interest in accordance with subsection (2), (3), (4) or (6), as the case may be, and the contract was approved by the directors or the shareholders and it was reasonable and fair to the corporation at the time it was approved. An application for continuance becomes authorized when the shareholders voting thereon have approved of the continuance by a special resolution. Despite subsection (1), unless the by-laws otherwise provide, any vote referred to in subsection (1) may be held entirely by means of a telephonic, electronic or other communication facility, if. A restriction, other than that referred to in subsection (2), contained in a licence issued under any Act for which this Act is substituted, continues as a restriction on its registration. A corporation and its agents shall take reasonable precautions to, (b) prevent falsification of entries in; and. The affidavit required under subsection (2) must contain. 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. (a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute; (b) an order declaring the result of the disputed election or appointment; (c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the corporation until a new election is held or appointment made; (d) an order determining the voting rights of shareholders and of persons claiming to own shares. All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time. Every shareholder who knowingly contravenes subsection 21.1(4) commits an offence. 1989-90, c. 90, s. 5. Where a corporation is incorporated before the commencement of this Act, any amount unpaid in respect of a share issued by the body corporate before the commencement of this Act and paid after the commencement of this Act shall be added to the stated capital account maintained for the shares of that class or series. (c) the certificate of continuance is deemed to be the certificate of incorporation of the continued corporation. 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. The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal. Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders irrespective of the number of persons actually present at the meeting, if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy. The affidavit required under subsection (3) shall state. A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent the notice, (a) a written offer to pay for his shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or. An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province. A subsidiary corporation that, before November 16, 1964, held shares in itself or in its holding body corporate may continue to hold those shares. Upon receipt of articles of arrangement, the Director shall issue a certificate of amendment in accordance with section 255. 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. Notwithstanding subsection (3), a body corporate incorporated under the laws of Canada that is required to have a business authorization under Part XXIV shall be registered before commencing to carry on its business or undertaking in the province. S. 4 ; S.M consideration it receives for any other matter relating to the debt obligations or the members shareholders... 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