Where in this Act, it is expressly provided that a Part applies to a particular type or class of corporations, that Part does not apply to a corporation that is not of that type or class. Last update. Notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of his shares in accordance with section 184, but failure to make that statement does not invalidate the amendment. A Manitoba corporation is a statutory creature, created and regulated by provincial law (Manitoba Business Corporation Act). A corporation to which section 21.1 applies must disclose to the Director, on request, any information in its register of individuals with significant control. Where a corporation has granted privileges to convert any debt obligation into shares or has issued or granted options or rights to acquire shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of the conversion privileges, options and rights. Each share of the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote. ", "Inc." or "Corp.", shall be part, other than only in a figurative or descriptive sense, of the name of every corporation, but a corporation may use and may be legally designated by either the full or the abbreviated form. (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. The Director shall note in his records the date upon which he receives any notice given pursuant to subsection (3) or (4). (iii) has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of his proposed appointment as auditor of the corporation. Subsection (1) does not apply if the shareholders have resolved under section 157 not to appoint an auditor. 2008, c. 14, s. 135; S.M. 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. (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. If a receiver-manager is appointed, by a court or under an instrument, the powers of the directors of the corporation that the receiver-manager is authorized to exercise may not be exercised by the directors until the receiver-manager is discharged. R.S.M. An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of. (a) has not applied for a permit or licence, or a renewal of a permit or licence, to practise the profession; (b) having applied, has been denied a permit or licence or a renewal of a permit or licence to practise the profession; or. Subject to the articles, the by-laws and any unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation. Subject to sections 170 and 171, a corporation any of the issued shares of which are or were part of a distribution to the public may by special resolution amend its articles in accordance with the regulations to constrain the issue or transfer of its shares, (a) to persons who are not residents of Canada; or, (b) to enable the corporation or any of its affiliates to qualify under any law of Canada or of any province of Canada. The register must contain. For the purposes of this Act, a person who participates in a shareholders' meeting in the manner provided in subsection (4) is deemed to be present at the meeting. Where it appears to the court that a person is or may be liable in respect of a breach or non-compliance with subsection (1) but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, he ought fairly to be excused for the breach or non-compliance, the court may relieve him, either wholly or partly, from his liability on such terms as the court thinks fit. Order affecting the operation of this Act: HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: "affairs" means the relationships among a body corporate, its affiliates and the shareholders, directors and officers of those bodies corporate but does not include the business carried on by those bodies corporate; (« affaires internes »), "affiliate" means an affiliated body corporate within the meaning of subsection (2); (« groupe »), "articles" means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and any amendments thereto, and includes any Act, statute or ordinance by or under which a body corporate has been incorporated, and any letters patent, supplementary letters patent, certificate of incorporation, memorandum of association, and any other document evidencing corporate existence; (« statuts »), "associate" when used to indicate a relationship with any person means, (a) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities, or, (b) a partner of that person acting on behalf of the partnership of which they are partners, or, (c) a trust or estate in which that person has a substantial beneficial interest or in respect of which he serves as a trustee or in a similar capacity, or, (d) a spouse, common-law partner or child of that person, or, (e) a relative of that person or of his spouse or common-law partner if that relative has the same residence as that person; (« liens »), "auditor" includes a partnership of auditors; (« vérificateur »), "beneficial interest" means an interest arising out of the beneficial ownership of securities; (« propriété véritable »), "beneficial ownership" includes ownership through a trustee, legal representative, agent or other intermediary; (« propriétaire véritable »), "body corporate" includes a company or other body corporate wherever or however incorporated; (« personne morale »), "business" includes the undertaking carried on by a body corporate, without share capital; (« entreprise »), "commission" means The Manitoba Securities Commission; (« Commission »), "common-law partner" of a person means a person who, not being married to the other person, is cohabiting with him or her in a conjugal relationship of some permanence; (« conjoint de fait »), "corporation" means a body corporate heretofore or hereafter incorporated by or under an Act of the Legislature; (« corporation »), "court" means the Court of Queen's Bench; (« tribunal »), "Crown" means the Crown in right of the province; (« Couronne »), "debt obligation" means a bond, debenture, note or other evidence of indebtedness or guarantee of a body corporate, whether secured or unsecured; (« titre de créance »), "Director" means the Director appointed under section 253; (« directeur »), "director" means a person occupying the position of director by whatever name called, and "directors" and "board of directors" includes a single director; (« administrateur »), "extra-provincial body corporate" means a body corporate that is incorporated otherwise than by or under the authority of an Act of the Legislature or of the Parliament of Canada; (« personne morale extra-provinciale »), "incorporator" means a person who signs articles of incorporation; (« fondateur »), "individual" means a natural person; (« particulier »), "liability" includes a debt of a corporation arising under section 38, subsection 184(25) or clause 234(3)(f) or 234(3)(g); (« passif »), "minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Act; (« ministre »), "ordinary resolution" means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution; (« résolution ordinaire »), "person" includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative; (« personne »), "prescribed" means prescribed by the regulations; (« prescrit » ou « réglementaire »), "redeemable share" means a share issued by a corporation, (a) that the corporation may purchase or redeem upon the demand of the corporation, or, (b) that the corporation is required by its articles to purchase or redeem at a specified time or upon the demand of a shareholder; (« action rachetable »), "registered form" means a registered form as defined in The Securities Transfer Act; (« nominatif »), "resident of Canada" means an individual who is, (b) not ordinarily resident in Canada, but who is a member of a prescribed class of persons; (« résident canadien »), "security" means a share of any class or series of shares or a debt obligation of a body corporate and includes a certificate evidencing a share or debt obligation; (« valeur mobilière »), "security interest" means an interest in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation; (« sûreté »), "series" in relation to shares means a division of a class of shares; (« série »), "shareholder" includes a member of a corporation without share capital except where inconsistent with the provisions of Part XXII; (« actionnaire »), "special Act" means an Act of the Legislature other than this Act or any Act for which this Act is substituted; (« loi spéciale »), "special resolution" means a resolution passed by a majority of not less than 2/3 of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; (« résolution spéciale »), "unanimous shareholder agreement" means an agreement described in subsection 140(2) or a declaration of a shareholder described in subsection 140(3). 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