The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only if the series is affected by an amendment in a manner different from other shares of the same class. 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. It also provides more global recognition than provincial i… A corporation shall adjust its stated capital account or accounts in accordance with any special resolution referred to in subsection 36(2). ; (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. Every body corporate required to register under this Act shall, on or before the prescribed date, send to the Director an annual return in the form the Director requires, and the Director shall file it. A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt a written contract made before it came into existence, in its name or on its behalf, and upon the adoption, (a) the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; and. Changes to The Corporations Act were accomplished through Part 3 of Bill 22 – The Business Registration, Supervision and Ownership Transparency Act that was passed Fall 2019. Where a corporation has fewer than 15 shareholders, two or more joint holders being counted as one shareholder, the management of the corporation is not required to send a form of proxy under subsection (1). 2006, c. 10, s. 5. A corporation may issue a certificate for a fractional share or may issue in place thereof scrip certificates in registered form that entitle the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share. (h) the number of directors required by the articles may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director and the votes could be voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were then being elected. A corporation which has made a distribution to the public shall send to each shareholder a comparative interim financial statement as prescribed. A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles. Limited Liability The individuals who are involved in the corporation are not normally responsible for the A director is not liable under subsection (1) unless, (a) the corporation has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part; or, (b) the corporation has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proved within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or. Notwithstanding clause (1)(a), the financial statements referred to in sub-clause (1)(a)(ii) may be omitted if the reason for the omission is set out in the financial statements, or in a note thereto, to be placed before the shareholders at an annual meeting, but a corporation which has made a distribution to the public shall not omit those statements without the consent of the commission. Where a share certificate issued by a corporation contains the statement mentioned in clause (11)(b), the corporation shall furnish to a shareholder on demand and without charge a full copy of the text of, (a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and. 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. … (a) an order appointing, replacing or discharging a receiver or receiver-manager and approving his accounts; (b) an order determining the notice to be given to any person or dispensing with notice to any person; (c) an order fixing the remuneration of the receiver or receiver-manager; (d) an order requiring the receiver or receiver-manager, or a person by or on behalf of whom he is appointed, to make good any default in connection with the receiver's or receiver-manager's custody or management of the property and business of the corporation, or to relieve the person from any default on such terms as the court thinks fit, and to confirm any act of the receiver or receiver-manager; (e) an order giving directions on any matter relating to the duties of the receiver or receiver-manager. This Part applies to a trust indenture if the debt obligations issued or to be issued under the trust indenture are part of a distribution to the public. A body corporate may apply to the Director to amend or delete a restriction contained in a certificate of registration. A director liable under subsection (2) is entitled to apply to a court for an order compelling a shareholder or other recipient to pay or deliver to the 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. No certificate of registration shall be issued to an extra-provincial body corporate that is organized and operated on a cooperative basis within the meaning of The Cooperatives Act without the prior approval of the Registrar of Cooperatives. The Director shall cancel the registration of any body corporate upon the forfeiture or revocation of its articles, upon its dissolution or upon the cancellation of its business authorization under Part XXIV and may do so, (a) upon notice from the body corporate, or proof to his satisfaction, that it has ceased to carry on its business or undertaking in the province; or, (b) upon the failure of the body corporate to file any annual return required to be filed with the Director pursuant to this Act, or any Act for which this Act is substituted, for two consecutive years after the annual return should have been so filed, or for the failure for a period of three months to make a proper return or pay a tax that it is liable to pay under The Corporation Capital Tax Act; or, (c) if the body corporate makes default in observing or complying with the limitations and conditions of its certificate of registration or supplementary certificate of registration; or. A corporation shall not reduce its stated capital for any purpose other than the purpose mentioned in clause (1)(c) if there are reasonable grounds for believing that, (a) the corporation is, or would after the reduction be unable to pay its liabilities as they become due; or. Where a corporation does not fix a record date under subsection 128(2), a person named in a list prepared under clause (1)(b) is entitled to vote the shares shown opposite his name at the meeting to which the list relates except to the extent that, (a) the person has transferred the ownership of any of his shares after the date on which a list referred to in sub-clause (1)(b)(i) is prepared; and. S.C. 2009, c. 23. 1991-92, c. 41, s. 4; S.M. Where a corporation has been directed under subsection (7), (7.1) or (8) to change its name and has not within 60 days from the service of the directive to that effect changed its name to a name that complies with this Act, the Director may revoke the name of the corporation and assign to it a number and until changed in accordance with section 167, the name of the corporation is thereafter the number so assigned. 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. A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented thereto, unless within seven days after he becomes aware of the resolution he, (a) causes his dissent to be placed with the minutes of the meeting; or. Two or more corporations, including holding and subsidiary corporations, may amalgamate and continue as one corporation. 2004 - 2020-04-21. An auditor of a corporation shall make the examination that is in his opinion necessary to enable him to report in the prescribed manner on the financial statements required by this Act to be placed before the shareholders, except such financial statements or part thereof as relate to the period referred to in sub-clause 149(1)(a)(ii). All condominium corporations and their boards, unit owners, … Alternative acquisition of corporation's own shares, Notwithstanding subsection 32(2), but subject to subsection (3) and to its articles, a corporation may purchase or otherwise acquire shares issued by it to, (a) settle or compromise a debt or claim asserted by or against the corporation; or. Notice of the time and place of a meeting of shareholders shall be sent not less than 21 days nor more than 50 days before the meeting. A notice of a meeting of shareholders complying with section 129 shall be sent in accordance with that section to each shareholder and shall, (a) include or be accompanied by a copy or summary of the agreement of sale, lease or exchange; and. For the purposes of subsection (4) and subject to its articles, where a corporation issues two classes of shares and there is attached to each class a right to convert a share of the one class into a share of the other class, if a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of issued shares of both classes immediately before the conversion. (b) adopt forms of security certificates and corporate records; (e) appoint an auditor to hold office until the first meeting of shareholders; Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 179(4) or to which a certificate of continuance has been issued under subsection 181(5). The minister may, at any time, by notice, require a body corporate or a director or an officer thereof to make a special return upon any subject connected with the affairs of the body corporate, within the time specified in the notice. (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. ", "Inc." or "Corp.", is guilty of an offence and liable on summary conviction to a fine not exceeding $500. 2019, c. 25, s. 50. (b) the realizable value of the corporation's assets would after the payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the shares to be purchased or acquired. An incorporator or a director may call the meeting of directors referred to in subsection (1) by giving not less than five days notice thereof by mail to each director, stating the time and place of the meeting. Where the execution referred to in clause (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution. Every director or officer of a corporation who knowingly fails to comply with subsection (6) or (8) is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. (« réorganisation »). A proxy shall be executed by the shareholder or by his attorney authorized in writing. (e) any other matters related to clauses (a) to (d) that the Director considers appropriate. A corporation, its agent or a trustee defined in subsection 77(1) is not required to produce. A holding corporation and one or more of its wholly-owned subsidiary corporations may amalgamate and continue as one corporation without complying with sections 176 and 177 if, (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and, (b) the resolutions required under clause (a) provide that. Limit on addition to a stated capital account. On application by a shareholder or creditor of a corporation who provides an affidavit described in subsection (3), the corporation must, (a) provide the applicant with access, during normal business hours, to the register referred to in subsection 21.1(1); and. Notwithstanding subsection 110(3) and clause 116(a), unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors may, by resolution, delegate the powers referred to in subsection (1) to a director, a committee of directors or an officer. If a corporation is subject to an order referred to in subsection (1), its articles may be amended by the order to effect any change that might lawfully be made by an amendment under section 167. A corporation shall send to the Director, within 15 days of any change in the location or address of its registered office, a notice of the change in the form the Director requires. (h) constrain the issue or transfer of the shares of the class or extend or remove the constraint. A corporation may apply to the commission for an order authorizing the corporation to dispense with an audit committee, and the commission may, if it is satisfied that the shareholders will not be prejudiced by the order, permit the corporation to dispense with an audit committee on such reasonable conditions as it thinks fit. 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. (b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities and stated capital of all classes. Notwithstanding subsection (1), the articles of a corporation may by resolution of the directors or by ordinary resolution of the shareholders be amended. (b) in certificates evidencing the securities to which the conversion privileges, options or rights are attached. (c) to receive the remaining property of the corporation upon a dissolution. A resolution under subsection (1) is valid only until the next succeeding annual meeting of shareholders. Upon receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 255. A corporation or a trustee defined in subsection 77(1) may, subject to The Executions Act and sections 128, 129 and 132 of this Act, treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security. A corporation comes into existence on the date shown in the certificate of incorporation. The articles may provide that a vacancy among the directors shall only be filled by a vote of the shareholders, or by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or series. Subject to any applicable law relating to the collection of taxes, a person referred to in clause (2)(a) is entitled to become a registered holder or to designate a registered holder, if he deposits with the corporation or its transfer agent, (a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by, (i) the court that granted the probate or letters of administration, or, (ii) a trust company incorporated under the laws of Canada or a province, or, (iii) a lawyer or notary acting on behalf of the person referred to in clause (2)(a); or. (b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares. 1988-89, c. 13, s. 6; S.M. 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. (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. Upon receiving the requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless, (a) a record date has been fixed under subsection 128(2) and notice thereof has been given under subsection 128(4); or, (b) the directors have called a meeting of shareholders and have given notice thereof under section 129; or. (a) if a body corporate becomes an insider of a corporation, or enters into a business combination with a corporation, a director or officer of the body corporate is deemed to have been an insider of the corporation for the previous six months or for such shorter period as he was a director or an officer of the body corporate; and. Directors shall not transact business at a meeting of directors unless at least 25% of the directors present are residents of Canada or, if the corporation has three or fewer directors, at least one of the directors present is a resident of Canada. When there has been an overissue within the meaning of The Securities Transfer Act and the corporation subsequently amends its articles, or a trust indenture, to increase its authorized securities to a number equal to or in excess of the number of securities previously authorized plus the amount of the securities overissued, the securities so overissued are valid from the date of their issue. A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of his right to dissent. (a) the property of the body corporate continues to be the property of the corporation; (b) the corporation continues to be liable for the obligations of the body corporate; (c) an existing cause of action, claim or liability to prosecution is unaffected; (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the corporation; (e) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation. One or more persons, being a body corporate or a natural person, may incorporate a corporation by signing and delivering to the Director articles of incorporation. A director may in any manner waive a notice of a meeting of directors; and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. 2006, c. 10, s. 28; S.M. A trustee 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 holders of the debt obligations issued under the trust indenture; and. Shares issued by a corporation and converted into shares of another class or series or changed under section 167, 185 or 234 into shares of another class or series shall become issued shares of the class or series of shares into which the shares have been converted or changed. (a) by mailing to each shareholder a notice of the fixing of the record date at his latest address shown on the records of the corporation or its transfer agent; (b) by advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Manitoba where it has a transfer agent or where a transfer of its shares may be recorded; and. 2008, c. 14, s. 135. A corporation any of the issued shares of which are or were part of a distribution to the public and remain outstanding and are held by more than one person shall not restrict the transfer of those shares except by way of a constraint permitted under section 168. An arrangement becomes effective on the date shown in the certificate of amendment. Effect of change of shares on number of unissued shares. The articles of the corporation are amended accordingly on the date shown in the certificate of amendment. An auditor or former auditor of a corporation who fails without reasonable cause to comply with subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. (iii) to acquire shares of a financial intermediary as defined in the regulations. A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless, (a) the fractional share results from a consolidation of shares; or. No corporation shall carry on the business of a loan corporation and accept deposits, as defined for the purposes of the Canada Deposit Insurance Corporation Act (Canada), from the public in Manitoba unless it is incorporated and has a business authorization. An auditor appointed under subsection (6) shall indicate in his report to the shareholders particulars of his relationship which would ordinarily disqualify him under subsection (1) or (2). Trustee may require evidence of compliance. A person who fails to comply with subsections (1) and (2) is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. 2001 - 2020-04-17 12,866. The holders of shares of a class or series of shares of an amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation if the amalgamation agreement contains provision that, if contained in a proposed amendment to the articles, would entitle those holders to vote as a class or series under section 170. Upon receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 255. 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. (m) add, change or remove any other provision that is permitted by this Act to be set out in the articles. If the corporation requests information referred to in any of clauses (1)(a) to (e) from one of its shareholders, the shareholder must, to the best of their knowledge, reply accurately and completely as soon as practicable. (f) any restrictions on the businesses that the corporation may carry on. A corporation shall set out its corporate name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation. (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. Boards and Tribunals. The evidence of compliance referred to in section 82 shall include a statement by the person giving the evidence. "event of default" means an event specified in a trust indenture on the occurrence of which, (a) a security interest constituted by the trust indenture becomes enforceable, or. This section is in addition to and not in derogation of, any enactment or rule of law relating to the duty or liability of directors or officers of a corporation. If a meeting of shareholders is adjourned for less than 30 days it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. A transferee of shares subject to a unanimous shareholder agreement is deemed to be a party to the agreement. MBCA. (d) a substitute decision maker for property for a registered security holder, who has been appointed under The Vulnerable Persons Living with a Mental Disability Act, and who has the power to exercise such rights on behalf of the registered owner. In that event the applicant shall file a certified copy of the order with the Director, and the Director shall forthwith amend his records to comply with the order. Non-application of certain provisions to insurers. Upon receipt of the documents referred to in subsection (1), the Director shall issue the articles in the language requested. If the registrant guilty of an offence under subsection (8) is a body corporate, then, whether or not the body corporate has been prosecuted or convicted, any director or officer of the body corporate who knowingly authorizes, permits or acquiesces in the failure is also guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. An issue or a transfer of a share or an act of a corporation is valid notwithstanding any failure to comply with this section or the regulations. 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. On the date shown in a certificate of amalgamation. (c) restoration of a cancelled certificate or supplementary certificate of registration. 2002, c. 39, s. 524; S.M. A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with section 131, make a proposal to make, amend or repeal a by-law. Registration of trust and loan corporations. (ii) otherwise establishes that he owns the shares. A corporation incorporated by special Act shall not under this section amend its articles, except to change its name. 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. Directors of a corporation may appoint from their number a managing director who is a resident of Canada or a committee of directors and delegate to such managing director or committee any of the powers of the directors. Upon receipt of notice satisfactory to him that the corporation has been continued under the laws of another jurisdiction, the Director shall issue a certificate of discontinuance in accordance with section 255. (e) it otherwise carries on its business or undertaking in Manitoba. 2000, c. 41, s. 10. 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