Skip to main content
The Corporations Amendment Act

This is an unofficial version.
If you need an official copy, contact Statutory Publications.

S.M. 1993, c. 18

The Corporations Amendment Act

(Assented to July 27, 1993)

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

C.C.S.M. c. C225 amended

1           The Corporations Act is amended by this Act.

2           The following is added after subsection 187(3):

Registration of trust and loan corporations

187(3.1)    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.

3           Subsection 194(1) is amended by striking out "or upon its dissolution" and substituting ", upon its dissolution or upon the cancellation of its business authorization under Part XXIV".

4           Clauses 196(a) and (b) are repealed and the following is substituted:

(a) it has a business authorization as a trust corporation or extra-provincial trust corporation under Part XXIV; and

(b) it is registered under this Part.

5           The following is added after section 199:

Registration of trust and loan corporations

199.1       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).

Effect of business authorization for trust and loan corporations

199.2       Notwithstanding any provision of this Part, where a body corporate is required to have a business authorization under Part XXIV

(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

(e) the cancellation of the business authorization of the body corporate under Part XXIV shall immediately result in the cancellation of its registration under this Part.

6           The following is added after clause 254(1)(h):

(h.1) requiring the payment of an annual fee by a body corporate that has a business authorization under Part XXIV and a certificate of registration under Part XVI, and prescribing the amount of the fee;

(h.2) defining any word or expression used in this Act but not specifically defined;

7           Section 315 is amended

(a) by repealing the definition "licence";

(b) by adding the following definitions in alphabetical order:

"business authorization" means a business authorization issued under Division XI; (« autorisation »)

"extra-provincial corporation" means an extra-provincial trust corporation or an extra-provincial loan corporation; (« corporation extra-provinciale »)

"extra-provincial loan corporation" means an extra-provincial corporation incorporated in Canada, in any province other than Manitoba or in any territory of Canada that is a loan corporation in its jurisdiction of incorporation; (« corporation de prêt extra-provinciale »)

"extra-provincial trust corporation" means an extra-provincial corporation incorporated in Canada, in any province other than Manitoba or in any territory of Canada that is a trust corporation in its jurisdiction of incorporation; (« corporation de fiducie extra-provinciale »)

(c) by striking out "Superintendent of Insurance for Canada" in clause (b) of the definition "superintendent" and substituting "relevant authority for Canada"; and

(d) by adding the following after section 315:

Appointment of Director

315.1       The Minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Part.

8(1)        Subsection 316(1) is amended by adding "and to every extra-provincial loan corporation and to every extra-provincial trust corporation" after "special Act of the Legislature".

8(2)        Subsection 316(2) is repealed and the following substituted:

Limitations on loan operations

316(2)         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.

9(1)        Subsection 317(1) is repealed and the following substituted:

Deposit insurance required

317(1)         A corporation is authorized to apply for deposit insurance under The Canada Deposit Insurance Corporation Act (Canada) and no corporation or extra-provincial corporation shall carry on the business of a trust corporation or loan corporation and accept deposits, as defined for the purposes of that Act, from the public in Manitoba unless it is insured under a policy of deposit insurance by the Canada Deposit Insurance Corporation.

9(2)        Subsections 317(2) and (3) are repealed.

10          Subsection  349(1) is amended by adding "or duly qualified agent" after "member of his staff".

11         Clause 351(2)(a) is amended by striking out "licence" and substituting "business authorization".

12         Section 360 is amended

(a) by striking out "Superintendent of Insurance for Canada" wherever it appears and substituting "relevant authority for Canada";

(b) in subsection (1), by adding "or to perform such duties imposed on the superintendent under this Part as are specified in the appointment" after "as the superintendent"; and

(c) in subsection (2), by adding "some or all of" after "shall perform".

13         Section 361 and the Division heading preceding it are repealed and the following is substituted:

DIVISION XI

BUSINESS AUTHORIZATION

Business authorization required

361(1)      No corporation or extra-provincial corporation, or person acting on its behalf, shall carry on the business of a trust corporation or loan corporation in Manitoba unless the corporation or extra-provincial corporation has a business authorization.

Offence and penalty

361(2)      A corporation or extra-provincial corporation that carries on the business of a trust corporation or loan corporation in Manitoba

(a) without having a business authorization;

(b) without complying with any condition imposed on its business authorization; or

(c) after having its business authorization revoked or suspended;

and every director and officer of the corporation or extra-provincial corporation, and each person acting on its behalf, is guilty of an offence and is liable to a penalty not exceeding $50,000. plus the costs incurred in connection with investigating these circumstances.

14          Section 362 is renumbered as section 376.

15          The following is added after section 362:

Application for business authorization

363(1)      A corporation or extra-provincial corporation may apply for a business authorization as a trust corporation, loan corporation, extra-provincial trust corporation or extra-provincial loan corporation.

Change of business authorization

363(2)      A corporation or extra-provincial corporation with a business authorization may apply to amend its business authorization by changing it to that of a trust corporation, loan corporation, extra-provincial trust corporation or extra-provincial loan corporation.

Amendment to business authorization

363(3)      A corporation or extra-provincial corporation with a business authorization may apply to amend any condition imposed on its business authorization.

Change of name or jurisdiction

363(4)      Where a corporation with a business authorization changes its name, or where an extra-provincial corporation with a business authorization changes its name or jurisdiction of incorporation, the corporation or extra-provincial corporation shall apply to amend its business authorization within seven days after the effective date of the change.

Amalgamation

363(5)      Where two or more corporations each with a business authorization propose to amalgamate and continue as one corporation under sections 179 and 319, those corporations shall apply to amend their business authorizations when their articles of amalgamation are sent to the Director.

Continuance

363(6)      Where an extra-provincial corporation with a business authorization proposes to continue as a corporation under section 181, the extra-provincial corporation shall apply to amend its business authorization when its articles of continuation are sent to the Director.

Discontinuance

363(7)      Where a corporation with a business authorization proposes to continue in another jurisdiction under section 182, the corporation shall apply to amend its business authorization when it requests the prior consent of the minister to the continuance, unless the corporation has ceased to carry on business in Manitoba.

Form and filing of application

364(1)      An application to obtain or amend a business authorization shall be made in the prescribed form and shall be filed with the Director accompanied by

(a) any other documents and information specified by the form;

(b) the consent and resolution referred to in subsection 365(3); and

(c) the prescribed fee.

Additional information

364(2)      On receipt of an application to obtain or amend a business authorization, the Director may require the applicant to provide any information the Director considers necessary in addition to that specified by the prescribed form.

Examination of extra-provincial corporation

365(1)      The Director or superintendent may make or cause to be made an examination of the business, finance and other affairs of an extra-provincial corporation in order to be satisfied that it is in compliance with this Act and in sound financial condition.

Place of examination

365(2)      Where the Director or superintendent makes or causes to be made an examination of an extra-provincial corporation under this section, or of a corporation under section 349, the examination may be made at its head office or at any of its offices, branches or subsidiaries, wherever located, at any time.

Consent to examination

365(3)      An application to obtain or amend a business authorization shall be accompanied by

(a) a consent in writing that

(i) permits the Director, superintendent or both to make or cause to be made the examination referred to in this section or in section 349, and

(ii) is signed by the proper officers of the corporation or extra-provincial corporation; and

(b) a certified copy of the resolution of the board of directors of the corporation or extra-provincial corporation that authorizes the consent.

Costs of examination

365(4)      Where an examination of an extra-provincial corporation under this section is made at any office, branch or subsidiary located outside Manitoba, the Director or superintendent may require the extra-provincial corporation to pay the costs incurred in connection with the examination.

Approval of application

366(1)      On receipt of an application to obtain or amend a business authorization, the Director shall, subject to subsection (3), reject the application in any of the circumstances set out in subsection (2) and the Director may, in any other case,

(a) issue a business authorization;

(b) amend a business authorization; or

(c) amend any condition imposed on a business authorization.

Rejection of application

366(2)      Subject to subsection (3), the Director shall reject an application to obtain or amend a business authorization where

(a) the Director is not satisfied that the applicant has an adequate capital base;

(b) if the applicant proposes to accept deposits in the course of carrying on its business, the applicant is not a member of the Canada Deposit Insurance Corporation;

(c) if the applicant is an extra-provincial corporation, the applicant is not licensed, registered or authorized to carry on the business of a trust corporation or loan corporation in its jurisdiction of incorporation, or the applicant is not authorized by its jurisdiction of incorporation to carry on business in other jurisdictions;

(d) the applicant is not a trust corporation, loan corporation, extra-provincial trust corporation or extra-provincial loan corporation;

(e) the Director is not satisfied that

(i) the proposed plan of operations for the future conduct and development of the business of the applicant is sound and feasible,

(ii) the applicant will be operated in a responsible manner by persons who have the character, competence and experience suitable for involvement in the operation of a financial institution, or

(iii) the applicant intends to offer to the public, within a reasonable time after its business authorization is issued, the services set out in the application and the applicant has the capability to provide such services; or

(f) the Director is not satisfied as to the adequacy of any information received with or in support of the application.

Conditional approval

366(3)      In the case of any circumstance set out in clause (2)(a), (b) or (e), the Director may, instead of rejecting an application to obtain or amend a business authorization, issue or amend the business authorization, subject to any conditions the Director considers appropriate.

Conditional approval by consent

366(4)      At the request or with the consent of a corporation or extra-provincial corporation with a business authorization, the Director may

(a) impose any conditions on the business authorization in addition to any conditions imposed under subsection (3); or

(b) revoke or suspend the business authorization subject to any conditions the Director considers appropriate.

Issuing of business authorization

367(1)      No corporation shall be issued a business authorization later than one year after the date shown in the certificate of incorporation of the corporation or later than any further period not exceeding one year as the Director permits before the expiration of the first year.

Rights cease

367(2)      A corporation that has not been issued a business authorization within the period referred to in subsection (1) shall cease to exist except for the purpose of winding up its affairs and returning to its subscribers the amounts paid by them upon the subscribed capital or so much thereof as they are entitled to have returned.

Application on amalgamation

368(1)      Where two or more extra-provincial corporations, of which at least one has a business authorization, amalgamate and continue as one extra-provincial corporation, the amalgamated extra-provincial corporation shall apply for a business authorization within seven days after the effective date of the amalgamation.

Application pending

368(2)      Where an amalgamated extra-provincial corporation has filed an application for a business authorization, the corporation may carry on business in Manitoba under the business authorization of one of the amalgamating corporations, as the Director permits, until the application has been approved or rejected.

Application rejected

368(3)      Where an amalgamated extra-provincial corporation has filed an application for a business authorization and the application has been rejected, the corporation may carry on business in Manitoba, and shall continue to be liable, to the extent provided by subsections 370(6), (8) and (9).

Previous licence

369(1)      A corporation that was licensed under Part XXIV immediately before the coming into force of this Division shall be deemed to have filed an application for a business authorization and the Director shall issue a business authorization to the corporation for the same type of business that was permitted by its licence, subject to any conditions that were imposed on that licence.

Previous registration

369(2)      An extra-provincial trust or extra-provincial loan corporation that was registered under Part XVI immediately before the coming into force of this Division shall be deemed to be issued a business authorization under this Division as an extra-provincial trust corporation or extra-provincial loan corporation and shall file an application for a business authorization within four months after the coming into force of this Division.

Change of business authorization

369(3)      If the Director is satisfied that, had an extra-provincial corporation to which subsection (2) applies been required to make an application for a business authorization, he or she would not have approved the application except as provided in subsection 366(3), the Director may, by order,

(a) change the business authorization of the extra-provincial corporation from that of an extra-provincial trust corporation to that of an extra-provincial loan corporation or vice versa; or

(b) impose any conditions on its business authorization.

Notice

369(4)      The Director shall not make an order under subsection (3) unless, within one year after the coming into force of this section, the Director gives the extra-provincial corporation notice of the intention to make the order.

Hearing

369(5)      After receiving notice under subsection (4), the extra-provincial corporation may make representations to the Director within 15 days after the date of the notice or within such further period as the Director permits.

Revocation or suspension of business authorization

370(1)      The Director may revoke or suspend the business authorization of a corporation or extra-provincial corporation or impose any conditions on its business authorization

(a) for any reason for which the Director may or shall reject an application for a business authorization;

(b) where the Director is satisfied that the corporation or extra-provincial corporation has made a material error in its application for a business authorization;

(c) where the corporation or extra-provincial corporation has contravened or failed to comply with any provision of

(i) an order of the Director,

(ii) a condition imposed on its business authorization,

(iii) this Act or the regulations, or

(iv) a law of any jurisdiction in Canada in which the corporation or extra-provincial corporation carries on business;

(d) where the authority of the corporation or extra-provincial corporation to carry on business has been cancelled or suspended or any conditions have been imposed on its authority to carry on business under a law of Canada or of any province or territory of Canada;

(e) where grounds exist for the possession and control by the superintendent of the assets of the corporation or extra-provincial corporation;

(f) where the corporation or extra-provincial corporation has ceased to carry on business in Manitoba or has ceased to carry on in Manitoba any kind of business that it is authorized to carry on; or

(g) for any other prescribed reason.

Mandatory revocation or suspension

370(2)      The Director shall revoke or suspend the business authorization of an extra-provincial corporation where the authority of the extra-provincial corporation to carry on business has been cancelled or suspended under a law of its jurisdiction of incorporation.

Mandatory conditions

370(3)      The Director shall impose any conditions on the business authorization of an extra-provincial corporation the Director considers appropriate where any conditions have been imposed on its authority to carry on business under a law of its jurisdiction of incorporation.

Notice of revocation or suspension

370(4)      The Director shall not revoke or suspend a business authorization under subsection (1) unless the Director gives the corporation or extra-provincial corporation notice of the intention to revoke or suspend its business authorization.

Representations

370(5)      After receiving notice under subsection (4), the corporation or extra-provincial corporation may make representations to the Director within 15 days after the date of the notice.

Cessation of business on revocation

370(6)      Where the business authorization of a corporation or extra-provincial corporation is revoked, the corporation or extra-provincial corporation shall cease to carry on business in Manitoba except for the purpose of winding up its business in Manitoba.

Cessation of business on suspension

370(7)      Where the business authorization of a corporation or extra-provincial corporation is suspended, the corporation or extra-provincial corporation shall cease to carry on business in Manitoba in accordance with any conditions set out in the suspension.

Liability continues

370(8)       The revocation or suspension of the business authorization of a corporation or extra-provincial corporation does not affect the liability of the corporation or extra-provincial corporation or its successors for its debts or liabilities, and any action to recover them, any action to which the corporation or extra-provincial corporation is a necessary party or any proceedings to realize upon its assets may be commenced against the corporation or extra-provincial corporation or its successors.

Liability of directors continue

370(9)      Where the business authorization of a corporation or extra-provincial corporation is revoked or suspended, the liability of every director and officer of the corporation or extra-provincial corporation, and each person acting on its behalf, continues and may be enforced as if that business authorization had not been revoked or suspended.

Discretion of Director

370(10)      The Director may

(a) cancel any condition imposed on a business authorization under this section; or

(b) reinstate a business authorization that was revoked or suspended, subject to any conditions the Director considers appropriate.

Right of appeal

371(1)      Subject to subsection (3), where a corporation or extra-provincial corporation files an application to obtain or amend a business authorization and the Director under subsection 366(1), (2) or (3)

(a) rejects the application;

(b) amends the business authorization;

(c) imposes any condition on the business authorization; or

(d) amends any condition imposed on the business authorization;

the corporation or extra-provincial corporation has the right of appeal to the Lieutenant Governor in Council against the decision of the Director and the decision of the Lieutenant Governor in Council on the appeal is final.

Application to court

371(2)      Subject to subsection (3), where

(a) a corporation has a business authorization and the Director under subsection 370(1) revokes or suspends it or imposes any conditions on it; or

(b) an extra-provincial corporation has a business authorization and the Director

(i) under subsection 369(3) changes its business authorization or imposes any conditions on it, or

(ii) under subsection 370(1) revokes or suspends its business authorization or imposes any conditions on it;

the corporation or extra-provincial corporation may apply to the court for an order requiring the Director to change his or her decision and upon the application the court may make any order it thinks fit.

Exceptions

371(3)      The decision of the Director is final where

(a) in the case of subsection (1), the decision is based on any matter set out in clause 366(2)(b), (c) or (d); or

(b) in the case of subsection (2), the decision is made under subsection 370(2) or (3).

DIVISION XII

RETURNS

Annual business return

372(1)      In addition to the return required under section 121, a corporation or extra-provincial corporation that has a business authorization shall, for each fiscal year of the corporation or extra-provincial corporation, prepare an annual business return in the prescribed form and file the return with the Director within 90 days after the end of the fiscal year to which it relates.

Additional information

372(2)      The annual business return shall be accompanied by

(a) in the case of a corporation, the financial statements and report of the auditor of the corporation for the fiscal year to which the return relates prepared in accordance with subsection 149(1) and the regulations;

(b) in the case of an extra-provincial corporation, the financial statements and report of the auditor of the extra-provincial corporation for the fiscal year to which the return relates that were provided or were required to be provided to a Minister of the Crown or a government official or agency under trust or loan corporation legislation governing the extra-provincial corporation in its jurisdiction of incorporation;

(c) a certified copy of the resolution of the board of directors of the corporation or extra-provincial corporation approving the annual business return;

(d) any other prescribed documents and information; and

(e) the prescribed fee.

Late filing fee

372(3)      A corporation or extra-provincial corporation that does not file its annual business return within the period specified in subsection (1) shall pay a late filing fee in the prescribed amount in addition to the prescribed fee.

Filing of additional information

373          A corporation or extra-provincial corporation that has a business authorization shall provide to the Director any information the Director considers necessary in any form and at any time as he or she considers appropriate.

Filing of financial information

374(1)      A corporation or extra-provincial corporation that has a business authorization shall file with the Director a copy of every statement of a financial nature relating to the corporation that is distributed to its shareholders within seven days after the distribution.

Filing of corporate documents

374(2)      A corporation or extra-provincial corporation that has a business authorization shall file with the Director

(a) a copy of any application and supporting documents filed under a law of Canada, of any province other than Manitoba or of any territory of Canada for any change to its instrument of incorporation or registration status and shall also send to the Director a copy of any approval or refusal received in respect of the application within seven days after the filing or receipt, as the case may be;

(b) a copy of any change made to its instrument of incorporation or its authority to carry on business in Canada, in any province other than Manitoba or in any territory of Canada within seven days after the effective date of the change; and

(c) a copy of any agreement with or undertaking given to a regulatory authority of Canada, of any province other than Manitoba or of any territory of Canada in which it carries on business that restricts its business activities or requires it to take specific actions to return to regulatory compliance and the copy shall be filed within seven days after the effective date of the agreement or undertaking.

Notice of court order

374(3)      A corporation or extra-provincial corporation that has a business authorization shall file with the Director notice of the making of an order by a court or person in Canada, in any province other than Manitoba or in any territory of Canada that is in the nature of an order or direction made under sections 350, 351, 352, 354 and 356 within seven days after the order is made.

Notice of change

374(4)      A corporation or extra-provincial corporation that has a business authorization shall file with the Director notice of

(a) a change in the membership of its board of directors; and

(b) a change in the address of its head office;

within 15 days after the effective date of the change.

Penalty

375(1)      A corporation or extra-provincial corporation that, without reasonable cause, fails to comply with

(a) an order of the Director; or

(b) a requirement to provide any document, information or return to the Director;

is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000.

Director's liability

375(2)      Where a corporation or extra-provincial corporation is guilty of an offence under subsection (1), every director and officer of the corporation or extra-provincial corporation, and each person acting on its behalf, who knowingly authorizes, permits or acquiesces in the failure underlying the offence is guilty of an offence, whether or not the corporation or extra-provincial corporation has been prosecuted or convicted in respect of the offence, and is liable on summary conviction to a fine not exceeding $5,000. or imprisonment for a term not exceeding six months or both.

Coming into force

16          This Act comes into force on a day fixed by proclamation.