Skip to main content
The Business Registration, Supervision and Ownership Transparency Act (Various Acts Amended)

This is an unofficial version.
If you need an official copy, use the bilingual (PDF) version.

S.M. 2019, c. 25

Bill 22, 1 st Session, 42nd Legislature

The Business Registration, Supervision and Ownership Transparency Act (Various Acts Amended)

Explanatory Note

This note is a reader's aid and is not part of the law.

This Act amends The Business Names Registration Act, The Cooperatives Act, The Corporations Act and The Partnership Act. The following are the key changes.

Extra-Provincial Registrations

Registrars may enter into agreements with other Canadian jurisdictions respecting the extra-provincial registration of corporations, partnerships and cooperatives. Cabinet may make regulations about these registrations.

Extra-provincial limited partnerships can now be registered in Manitoba.

Extra-provincial limited liability partnerships that have an attorney for service no longer require a registered office in Manitoba.

Supervision of Cooperatives

The Cooperatives Act is amended to authorize the minister to designate a Superintendent of Cooperatives. Those functions of the Registrar of Cooperatives that relate to the supervision over financial matters, the issuing of securities and appeals of membership terminations in a housing cooperative are transferred to the Superintendent. The Registrar is also no longer required to act as an adviser to cooperatives or provide model forms of articles and by-laws to cooperatives.

Ownership Transparency

The Corporations Act and The Cooperatives Act are harmonized with recent changes to federal legislation respecting ownership transparency.

Corporations must maintain a register of individuals who, separately or collectively, exert more than 25% of the shareholder voting rights. Reporting issuers, publicly traded corporations, licensed insurers and loan and trust corporations are exempt from this requirement.

Corporations and cooperatives are no longer allowed to issue options or other instruments that are convertible into bearer form. Holders of such instruments that are in bearer form can require the corporation or cooperative that issued them to convert them into registered form.

(Assented to October 10, 2019)

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

PART 1

THE BUSINESS NAMES REGISTRATION ACT

C.C.S.M. c. B110 amended

1           The Business Names Registration Act is amended by this Part.

2           Section 1 is amended by adding the following definitions:

"attorney for service", in relation to a partnership, means an individual appointed by the partnership in accordance with subsection 8.3(1) to act as its attorney for the purpose of

(a) accepting service, or being served with, any process in a suit or proceeding against the partnership in Manitoba,

(b) receiving lawful notices on behalf of the partnership, and

(c) declaring that such service or receipt is legal and binding on the partnership; (« fondé de pouvoir pour fin de signification »)

"extra-provincial limited liability partnership" means a partnership that

(a) is formed under the laws of a jurisdiction outside Manitoba,

(b) has the status of a limited liability partnership under the laws of that jurisdiction, and

(c) consists of partners who practise a profession that partners in a Manitoba limited liability partnership may practise; (« société à responsabilité limitée extraprovinciale »)

"extra-provincial limited partnership" means a partnership that

(a) is formed under the laws of another province or territory of Canada, and

(b) has the status of a limited partnership under the laws of that province or territory; (« société en commandite extraprovinciale »)

"extra-provincial partnership" means an extra-provincial limited partnership or an extra-provincial limited liability partnership; (« société en nom collectif extraprovinciale »)

3           Clause 3(1)(f) is amended by striking out "in Manitoba".

4           The following is added after subsection 4(1.1):

No application to limited partners in an extra-provincial limited partnership

4(1.2)      Despite subsection (1), no declaration is required in respect of a change to the number or identity of any limited partners in an extra-provincial limited partnership, or to the amount of capital they contributed to the partnership.

5           Section 7 is replaced with the following:

Declaration re Manitoba limited partnership

7(1)        For a limited partnership formed under the laws of Manitoba, the declaration required by section 2 must state or include, in addition to the information required by section 3,

(a) the name and usual place of residence or registered office of each general partner;

(b) the name and usual place of residence or registered office of each limited partner; and

(c) the amount of capital contributed to the partnership by each limited partner.

Declaration re extra-provincial limited partnership

7(2)        For an extra-provincial limited partnership, the declaration required by section 2

(a) need not state or include the names and usual places of residence or registered offices of any limited partners in the partnership; and

(b) must state or include, in addition to the remaining information required by section 3,

(i) the name of the jurisdiction under whose laws the partnership was formed (referred to in this clause as its "home jurisdiction"),

(ii) the partnership's registration number and date of registration in its home jurisdiction,

(iii) evidence satisfactory to the Director of the partnership's status as a limited partnership under the laws of its home jurisdiction, and

(iv) the name and usual place of residence or registered office of each general partner.

Registration by body corporate

7(3)        A body corporate may register a declaration under this Act only if

(a) it is registered under The Corporations Act; or

(b) it is a limited partner.

6           Subsection 8.1(2) is amended

(a) by adding the following after clause (d):

(d.1) the partnership's registration number and date of registration in its governing jurisdiction;

(b) in clause (e), by adding ", if any" at the end.

7           The following is added after section 8.2:

Attorney for service for extra-provincial partnerships

8.3(1)      An extra-provincial partnership may appoint an individual who resides in Manitoba as its attorney for service by executing and filing with the Director a power of attorney that

(a) is in a form approved by the Director; and

(b) includes a consent to act as attorney for service signed by the person appointed.

Invalidity of power of attorney

8.3(2)      If a partnership is required by The Partnership Act to have an attorney for service and

(a) its attorney for service dies, resigns or ceases to reside in Manitoba; or

(b) the power of attorney becomes invalid or ineffective for any other reason;

the partnership must appoint another attorney for service within 10 days.

8           The following is added after subsection 17(2):

Cancellation of registration — extra-provincial LPs

17(2.1)     Without limiting the generality of subsections (1) and (2), the Director may cancel the registration of an extra-provincial limited partnership if

(a) the partnership is required to have an attorney for service but does not have one; or

(b) the partnership no longer has the status of a limited partnership in the jurisdiction under whose laws it was formed.

9           The following is added after section 20:

Definitions

20.1(1)     The following definitions apply in this section.

"designated jurisdiction" means a jurisdiction designated by regulation under subsection (3). (« autorité législative désignée »)

"extra-provincial registrar" means a person in a designated jurisdiction whose responsibilities relating to the registration of partnerships are similar to those of the Director under this Act. (« registraire extraprovincial »)

"multi-jurisdictional registry access service" means a service that

(a) allows for the electronic access of data from and transmission of data to a business registry; and

(b) is operated by or on behalf of the Government of Canada or one or more provinces or territories of Canada for the joint use by

(i) more than one province or territory of Canada, or

(ii) the Government of Canada and one or more provinces or territories of Canada. (« service d'accès à un registre multiterritorial »)

Agreements re extra-provincial matters

20.1(2)     The Director may enter into an agreement with the Government of Canada, the government of a province or territory of Canada, an extra-provincial registrar or the operator of a multi-jurisdictional registry access service in respect of

(a) the collection and disclosure by an extra-provincial registrar or operator of a multi-jurisdictional registry access service of fees, declarations, records, applications, forms, notices and other documents or information required under this Act;

(b) the collection and disclosure by the Director of fees, declarations, records, applications, forms, notices and other documents or information required under an enactment of another jurisdiction that is similar to this Act;

(c) the transmission or sharing of anything referred to in clause (a) or (b) between the Director and an extra-provincial registrar or operator of a multi-jurisdictional registry access service;

(d) the powers and duties of the Director and an extra-provincial registrar or operator of a multi-jurisdictional registry access service in respect of the agreement; and

(e) any other matters related to clauses (a) to (d) that the Director considers appropriate.

Regulations re extra-provincial matters

20.1(3)     The Lieutenant Governor in Council may make regulations

(a) designating another province or territory of Canada for the purposes of this section;

(b) respecting the registration of extra-provincial partnerships under this Act, including regulations respecting

(i) applications for registration,

(ii) declarations, records, applications, forms, notices and other documents or information to be filed and the form and manner in which they are to be filed,

(iii) the renewal, cancellation, expiry or reinstatement of a registration,

(iv) changes to a partnership's name, declaration, registered office or partners, or to its attorney for service in Manitoba, and

(v) their dissolution;

(c) respecting the documentation to be issued by the Director in respect of extra-provincial partnerships;

(d) respecting the service of documents on extra-provincial partnerships;

(e) respecting the retention of documents and information by extra-provincial partnerships registered under this Act;

(f) respecting the collection and disclosure by the Director of fees, declarations, records, applications, forms, notices and other documents or information required under this Act or an enactment of a designated jurisdiction that is similar to this Act;

(g) respecting the transmission by the Director to an extra-provincial registrar or operator of a multi-jurisdictional registry access service of anything referred to in clause (f);

(h) specifying the form and manner in which anything referred to in clause (f) is to be collected, disclosed or transmitted;

(i) respecting the forms required for the purposes of a regulation made under this section;

(j) prescribing fees for the provision of services under a regulation made under this section and respecting the payment and collection of such fees, including specifying circumstances in which a fee may be waived;

(k) exempting extra-provincial partnerships from a provision of this Act or a regulation made under this Act.

Application of regulations

20.1(4)     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 partnership specified in the regulations; or

(b) one or more designated jurisdictions, extra-provincial registrars or multi-jurisdictional registry access services.

Regulation prevails

20.1(5)     If there is a conflict or inconsistency between a provision of a regulation made under this section and a provision of this Act or of a regulation made under another section of this Act, the provision of the regulation made under this section prevails to the extent of the conflict or inconsistency.

PART 2

THE COOPERATIVES ACT

C.C.S.M. c. C223 amended

10          The Cooperatives Act is amended by this Part.

11          Subsection 1(1) is amended by adding the following definition:

"Superintendent" means the individual designated under section 7.1 as the Superintendent; (« surintendant »)

12          Subsection 3(3) is amended by striking out "Registrar" wherever it occurs and substituting "Superintendent".

13          Subsection 7(2) is replaced with the following:

Designation of employee of another department

7(2)        Under subsection (1), the minister may designate an employee of a government department that is not under that minister's administration as the Registrar or a Deputy Registrar if the minister responsible for the other department agrees.

Responsibilities of the Registrar

7(2.1)      The Registrar is responsible for

(a) receiving articles and other documents filed or sent to the Registrar by cooperatives under this Act and the regulations;

(b) maintaining a registry consisting of the documents and information filed or sent to the Registrar by cooperatives under this Act and the regulations; and

(c) performing any other duties and exercising any other powers of the Registrar under this Act and the regulations.

14          The following is added after section 7:

Designation of Superintendent

7.1(1)      The minister may designate an individual employed by the government under The Civil Service Act as the Superintendent to carry out the duties and exercise the powers of the Superintendent under this Act and may designate one or more Deputy Superintendents.

Designation of employee of another department

7.1(2)      Under subsection (1), the minister may designate an employee of a government department that is not under that minister's administration as the Superintendent or a Deputy Superintendent if the minister responsible for the other department agrees.

Responsibilities of the Superintendent

7.1(3)      The Superintendent is responsible for

(a) supervising the issuance of securities by a cooperative and the trade by a cooperative in its securities;

(b) the formation of appeal tribunals to hear appeals of membership terminations in housing cooperatives under Part 12; and

(c) performing any other duties and exercising any other powers of the Superintendent under this Act and the regulations.

Delegation by Superintendent

7.1(4)      The Superintendent may, in writing, authorize a Deputy Superintendent to perform any of the Superintendent's duties or exercise any of the Superintendent's powers under this Act and the regulations.

Disclosure between Registrar and Superintendent

7.2         The Registrar and the Superintendent may disclose to each other any information or documents, including personal information as defined in subsection 1(1) of The Freedom of Information and Protection of Privacy Act, collected by either of them in the administration of this Act and the regulations.

15(1)       Subsection 25(1) is amended by adding "or Superintendent" after "Registrar".

15(2)       Subsection 29(1) is amended by adding "or Superintendent" after "Registrar".

16          Section 33 is amended by striking out "Registrar" wherever it occurs and substituting "Superintendent".

17          The following is added after section 35 and before Part 5:

Definitions

35.1(1)     The following definitions apply in this section.

"designated jurisdiction" means a jurisdiction designated by regulation under subsection (3). (« autorité législative désignée »)

"extra-provincial registrar" means a person in a designated jurisdiction whose responsibilities relating to the registration of cooperative entities are similar to those of the Registrar under this Act. (« registraire extraprovincial »)

"multi-jurisdictional registry access service" means a service that

(a) allows for the electronic access of data from and transmission of data to a business registry; and

(b) is operated by or on behalf of the Government of Canada or one or more provinces or territories of Canada for the joint use by

(i) more than one province or territory of Canada, or

(ii) the Government of Canada and one or more provinces or territories of Canada. (« service d'accès à un registre multiterritorial »)

Agreements re extra-provincial matters

35.1(2)     The Registrar may enter into an agreement with the Government of Canada, the government of a province or territory of Canada, an extra-provincial registrar or the operator of a multi-jurisdictional registry access service in respect of

(a) the collection and disclosure by the Registrar of fees, records, applications, forms, notices and other documents or information required under an enactment of another jurisdiction that is similar to this Act;

(b) the transmission or sharing of anything referred to in clause (a) between the Registrar and an extra-provincial registrar or operator of a multi-jurisdictional registry access service;

(c) the powers and duties of the Registrar and an extra-provincial registrar or operator of a multi-jurisdictional registry access service in respect of the agreement; and

(d) any other matters related to clauses (a) to (c) that the Registrar considers appropriate.

Regulations

35.1(3)     The Lieutenant Governor in Council may make regulations

(a) designating another province or territory of Canada, or the Government of Canada, as a designated jurisdiction for the purposes of this section;

(b) respecting the collection and disclosure by the Registrar of fees, records, applications, forms, notices and other documents or information required under this Act or an enactment of a designated province that is similar to this Act;

(c) respecting the transmission by the Registrar to an extra-provincial registrar or operator of a multi-jurisdictional registry access service of anything referred to in clause (b);

(d) specifying the form and manner in which anything referred to in clause (b) is to be collected, disclosed or transmitted;

(e) respecting the forms required for the purposes of a regulation made under this section;

(f) prescribing fees for the provision of services under a regulation made under this section and respecting the payment and collection of such fees.

Application of regulations

35.1(4)     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 cooperative entities specified in the regulations; or

(b) one or more designated jurisdictions, extra-provincial registrars or multi-jurisdictional registry access services.

Regulation prevails

35.1(5)     If there is a conflict or inconsistency between a provision of a regulation made under this section and a provision of this Act or of a regulation made under another section of this Act, the provision of the regulation made under this section prevails to the extent of the conflict or inconsistency.

18          Subsection 44(4) is amended by striking out "Registrar" in the section heading and in the section and substituting "Superintendent".

19          The following is added after section 81:

Restriction regarding bearer investment shares

81.1(1)     Despite section 81, a cooperative must not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option or right to acquire an investment share of the cooperative.

Replacement

81.1(2)     A cooperative must, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire an investment share of the cooperative that was issued in bearer form before the coming into force of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be.

20          Sections 89, 89.2, 90, 91 and 91.1 are amended by striking out "Registrar", with necessary grammatical changes, wherever it occurs and substituting "Superintendent", with necessary grammatical changes.

21(1)       Subsection 100(1) is amended by striking out "bearer" and substituting "registered".

21(2)       The following is added after subsection 100(1):

Replacement

100(1.1)    A cooperative must, on the request of a holder of a certificate for a fraction of an investment share or scrip certificate that is in bearer form and that was issued before the coming into force of this subsection, issue in exchange to that holder, in registered form, a certificate for a fraction of an investment share or a scrip certificate, as the case may be.

22          Sections 165, 251, 252, 258, 259, 262, 266, 268, 269, 272, 273 and 280 are amended by striking out "Registrar", with necessary grammatical changes, wherever it occurs and substituting "Superintendent", with necessary grammatical changes.

23          Subsection 315(9) is amended

(a) by striking out "may" and substituting "must not"; and

(b) by striking out everything after "in bearer form".

24          Sections 322, 324 and 329 are amended by striking out "Registrar", with necessary grammatical changes, wherever it occurs and substituting "Superintendent", with necessary grammatical changes.

25          Section 331 is amended by adding "or Superintendent" after "Registrar".

26          Clauses 337(1)(g) and 354(h) are amended by striking out "Registrar" and substituting "Superintendent".

27          Subsection 356(4) is amended

(a) by adding "and Superintendent" after "Registrar"; and

(b) in the French version, by striking out "faire" wherever it occurs and substituting "fait".

28          Section 363 is amended in clause (e) of the definition "complainant" by adding "or Superintendent" after "Registrar".

29          Section 369 is amended

(a) by adding "or Superintendent" after "The Registrar"; and

(b) by striking out "the Registrar's" and substituting "his or her".

30          Section 370 is amended by adding "or Superintendent" after "Registrar".

31          Subsection 373(1) is amended by adding "or Superintendent" after "Registrar".

32          Subsection 374(1) is amended by adding "or Superintendent" after "Registrar".

33(1)       Subsection 377(1) is amended by replacing everything before "shall, not later than 20 days" with the following:

Notice of refusal by Registrar or Superintendent

377(1)      The Registrar or Superintendent shall file all documents that are required under this Act to be sent to him or her, and if the Registrar or Superintendent refuses to file any of those documents, he or she

33(2)       Subsection 377(2) is amended

(a) by adding "or Superintendent" after "If the Registrar"; and

(b) by striking out "the registrar is" and substituting "he or she is".

34(1)       The following is added after subsection 378(1):

Appeal from Superintendent's decision

378(1.1)    A person who feels aggrieved by a decision of the Superintendent to do any of the following things may apply to the court for an order, including an order requiring the Superintendent to change or revoke the decision:

(a) refusal to file in the form submitted any document required by this Act to be sent to the Superintendent;

(b) refusal to grant an exemption that the Superintendent may grant under this Act or the regulations.

34(2)       Subsection 378(2) is amended by adding "or Superintendent" after "Registrar" wherever it occurs.

35          Subsection 379(2) is amended, in the part before clause (a),

(a) by adding "or Superintendent" after "or to the Registrar"; and

(b) by striking out "director or Registrar" and substituting "director, Registrar or Superintendent".

36          Subsection 382(1) is replaced with the following:

Certification by Registrar or Superintendent

382(1)      If this Act requires or authorizes

(a) the Registrar to certify anything or issue a certificate, the certificate must be signed by the Registrar or by a Deputy Registrar designated under subsection 7(1);

(b) the Superintendent to certify anything or issue a certificate, the certificate must be signed by the Superintendent or by a Deputy Superintendent designated under subsection 7.1(1).

37(1)       Subsection 385(1) is amended by striking out "to the Registrar under this Act, the Registrar" and substituting "to the Registrar or Superintendent under this Act, he or she".

37(2)       Subsection 385(2) is amended

(a) by adding "or Superintendent" before "under this Act"; and

(b) by striking out "approved by the Registrar" and substituting "approved by him or her".

37(3)       Subsections 385(3) and (4) are amended by adding "or Superintendent" after "Registrar".

38          Section 386 is amended

(a) by striking out "The Registrar may, on any conditions that the Registrar" and substituting "The Registrar or Superintendent may, on any conditions he or she"; and

(b) by striking out "sent to the Registrar" and substituting "sent to him or her".

39(1)       Subsection 387(1) is replaced with the following:

Proof required by Registrar or Superintendent

387(1)      The Registrar or Superintendent may require that a document or a fact stated in a document required by this Act or the regulations be sent to him or her to be verified in accordance with subsection (2).

39(2)       Subsection 387(2) is amended by adding "or Superintendent" after "Registrar".

39(3)       Subsection 387(3) is amended

(a) by striking out "The Registrar may" and substituting "The Registrar or Superintendent may"; and

(b) by striking out "filed by the Registrar" and substituting "filed by him or her".

40          Subsection 388(1) is amended

(a) in clause (b), by adding "or Superintendent" after "Registrar"; and

(b) in clause (c) and subclauses (i.1)(i) and (ii), by striking out "Registrar" and substituting "Superintendent".

41          Sections 390 and 391 are amended

(a) by striking out "The Registrar may" and substituting "The Registrar or Superintendent may"; and

(b) by striking out "to the Registrar" and substituting "to him or her".

42(1)       Subsection 392(1) is amended

(a) in the part before clause (a), by striking out "issued by the Registrar, the Registrar" and substituting "issued by the Registrar or Superintendent, he or she"; and

(b) in subclauses (b)(ii) and (iii), by adding "or Superintendent" after "Registrar".

42(2)       Subsection 392(3) is amended by adding "or Superintendent" after "Registrar".

43(1)       Subsection 393(1) is amended by adding "or Superintendent" after "Registrar".

43(2)       Subsection 393(2) is amended

(a) by adding "or Superintendent" before "shall provide"; and

(b) by striking out "sent to the Registrar" and substituting "sent to him or her".

43(3)       Clause 393(3)(b) is amended by striking out "Registrar" and substituting "Superintendent".

44          Section 394 is amended by adding "or Superintendent" after "Registrar" wherever it occurs.

PART 3

THE CORPORATIONS ACT

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

45          The Corporations Act is amended by this Part.

46          The following is added after section 2:

Individual with significant control

2.1(1)      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

(iii) the individual has direct or indirect control or direction over them;

(b) an individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation;

(c) an individual to whom prescribed circumstances apply.

Joint ownership or control

2.1(2)      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

(b) a right, or combination of rights referred to in clause (1)(a), is subject to any agreement or arrangement under which the right or rights are to be exercised jointly or in concert by those individuals.

Significant number of shares

2.1(3)      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

(b) any number of shares that is equal to 25% or more of all of the corporation's outstanding shares measured by fair market value.

47          The following is added after section 21:

Register

21.1(1)     A corporation must prepare and maintain, at its registered office or at any other place in Manitoba designated by the directors, a register of individuals with significant control over the corporation. The register must contain

(a) the name, date of birth and latest known address of each individual with significant control;

(b) the jurisdiction of residence for income tax purposes of each individual with significant control;

(c) the date on which each individual became or ceased to be an individual with significant control, as the case may be;

(d) a description of how each individual is an individual with significant control over the corporation, including, as applicable, a description of their interests and rights in respect of shares of the corporation;

(e) any other prescribed information; and

(f) a description of each step taken in accordance with subsection (2).

Updating of information

21.1(2)     At least once during each financial year of a corporation, the corporation must take reasonable steps to ensure that it has identified all individuals with significant control over the corporation and that the information in the register is accurate, complete and up to date.

Recording of information

21.1(3)     If the corporation becomes aware of any information referred to in clauses (1)(a) to (e) as a result of steps taken in accordance with subsection (2) or through any other means, the corporation must record that information in the register within 15 days after becoming aware of it.

Information from shareholders

21.1(4)     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.

Disposal of personal information

21.1(5)     Within one year after the sixth anniversary of the day on which an individual ceases to be an individual with significant control over the corporation, the corporation must — subject to any other Act of the Parliament of Canada or the legislature that provides for a longer retention period — dispose of any of that individual's personal information, as defined in subsection 2(1) of the Personal Information Protection and Electronic Documents Act (Canada), that is recorded in the register.

Offence

21.1(6)     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.

Non-application

21.1(7)     This section does not apply to a corporation that is

(a) a reporting issuer under The Securities Act;

(b) listed on a designated stock exchange, as defined in subsection 248(1) of the Income Tax Act (Canada);

(c) licensed as an insurer under The Insurance Act;

(d) a loan corporation or a trust corporation, as those terms are defined in section 315;

(e) a corporation without share capital; or

(f) a member of a prescribed class.

Inability to identify individuals

21.2        A corporation to which section 21.1 applies must take prescribed steps, if any, if it is unable to identify any individuals with significant control over the corporation.

Disclosure to Director

21.3(1)     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.

Access — affidavit

21.3(2)     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

(b) on payment of a reasonable fee, provide the applicant with an extract of information from the register.

Affidavit

21.3(3)     The affidavit required under subsection (2) must contain

(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

(c) the deponent's acknowledgment that any information obtained under subsection (2) will not be used except in accordance with subsection (5).

Application by body corporate

21.3(4)     If the applicant is a body corporate, the affidavit must be sworn or affirmed by a director or officer of the body corporate.

Use of information

21.3(5)     Information obtained under subsection (2) must not be used by any person except in connection with

(a) an effort to influence the voting of shareholders of the corporation;

(b) an offer to acquire securities of the corporation; or

(c) any other matter relating to the affairs of the corporation.

Offence

21.3(6)     A person who, without reasonable cause, contravenes subsection (5) is guilty of an offence and liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding six months, or to both.

Offence — preparation and maintenance of register

21.4(1)     Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1) by that corporation commits an offence, whether or not the corporation has been prosecuted or convicted.

Offence — recording of false or misleading information

21.4(2)     Every director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the register of the corporation referred to in subsection 21.1(1) commits an offence.

Offence — provision of false or misleading information

21.4(3)     Every director or officer of a corporation who knowingly provides or knowingly authorizes, permits or acquiesces in the provision to any person or entity of false or misleading information in relation to the register of the corporation referred to in subsection 21.1(1) commits an offence.

Offence — information from shareholders

21.4(4)     Every shareholder who knowingly contravenes subsection 21.1(4) commits an offence.

Penalty

21.4(5)     A person who commits an offence under any of subsections (1) to (4) is liable on conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding six months, or to both.

48          The following is added after section 29:

Restriction regarding bearer shares

29.1(1)      Despite section 29, a corporation must not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option, or right to acquire a share of the corporation.

Replacement

29.1(2)     A corporation must, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation that is in bearer form and that was issued before the coming into force of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be.

49(1)       Subsection 45(13) is amended by striking out "bearer" and substituting "registered".

49(2)       The following is added after subsection 45(13):

Replacement

45(13.1)    A corporation must, on the request of the holder of a certificate for a fractional share or scrip certificate that was issued in bearer form before the coming into force of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional share or a scrip certificate, as the case may be.

50(1)       Subsection 181(10) is amended by striking out "A share" and substituting "Subject to subsection (11), a share".

50(2)       Subsection 181(11) is replaced with the following:

Convertible shares

181(11)     If a corporation continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the corporation must not, if a holder of the share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form.

51          The following is added after section 199.3 and before Part XVII:

Definitions

199.4(1)    The following definitions apply in this section.

"designated jurisdiction" means a jurisdiction designated by regulation under subsection (3). (« autorité législative désignée »)

"extra-provincial registrar" means a person in a designated jurisdiction whose responsibilities relating to the registration of bodies corporate are similar to those of the Director under this Act. (« registraire extraprovincial »)

"multi-jurisdictional registry access service" means a service that

(a) allows for the electronic access of data from and transmission of data to a business registry; and

(b) is operated by or on behalf of the Government of Canada or one or more provinces or territories of Canada for the joint use by

(i) more than one province or territory of Canada, or

(ii) the Government of Canada and one or more provinces or territories of Canada. (« service d'accès à un registre multiterritorial »)

Agreements re extra-provincial matters

199.4(2)    The Director may enter into an agreement with the Government of Canada, the government of a province or territory of Canada, an extra-provincial registrar or the operator of a multi-jurisdictional registry access service in respect of

(a) the collection and disclosure by an extra-provincial registrar or operator of a multi-jurisdictional registry access service of fees, records, applications, forms, notices and other documents or information required under this Act;

(b) the collection and disclosure by the Director of fees, records, applications, forms, notices and other documents or information required under an enactment of another jurisdiction that is similar to this Act;

(c) the transmission or sharing of anything referred to in clause (a) or (b) between the Director and an extra-provincial registrar or operator of a multi-jurisdictional registry access service;

(d) the powers and duties of the Director and an extra-provincial registrar or operator of a multi-jurisdictional registry access service in respect of the agreement; and

(e) any other matters related to clauses (a) to (d) that the Director considers appropriate.

Regulations

199.4(3)    The Lieutenant Governor in Council may make regulations

(a) designating another province or territory of Canada, or the Government of Canada, as a designated jurisdiction for the purposes of this section;

(b) respecting the registration of extra-provincial bodies corporate and bodies corporate incorporated under the laws of Canada under this Act, including regulations respecting

(i) applications for registration,

(ii) annual returns and other returns and the form and manner in which they are to be filed,

(iii) the cancellation or reinstatement of a registration,

(iv) changes to their name, articles, registered office, directors or attorney for service, and

(v) their amalgamation, continuance, liquidation or dissolution;

(c) respecting the documentation to be issued by the Director in respect of extra-provincial bodies corporate and bodies corporate incorporated under the laws of Canada;

(d) respecting the service of documents on extra-provincial bodies corporate and bodies corporate incorporated under the laws of Canada;

(e) respecting the retention of documents and information by extra-provincial bodies corporate and bodies corporate incorporated under the laws of Canada registered under this Act;

(f) respecting the collection and disclosure by the Director of fees, records, filings, applications, forms, notices and other documents or information required under this Act or an enactment of a designated jurisdiction that is similar to this Act;

(g) respecting the transmission by the Director to an extra-provincial registrar or operator of a multi-jurisdictional registry access service of anything referred to in clause (f);

(h) specifying the form and manner in which anything referred to in clause (f) is to be collected, disclosed or transmitted;

(i) respecting the forms required for the purposes of a regulation made under this section;

(j) prescribing fees for the provision of services under a regulation made under this section and respecting the payment and collection of such fees, including specifying circumstances when a fee may be waived;

(k) exempting extra-provincial bodies corporate or bodies corporate incorporated under the laws of Canada from a provision of this Act or a regulation made under this Act.

Application of regulations

199.4(4)    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) one or more designated jurisdictions, extra-provincial registrars or multi-jurisdictional registry access services.

Regulation prevails

199.4(5)    If there is a conflict or inconsistency between a provision of a regulation made under this section and a provision of this Act or a regulation made under another section of this Act, the provision of the regulation made under this section prevails to the extent of the conflict or inconsistency.

52          The following is added after subsection 242(3):

Register of individuals with significant control

242(4)      For greater certainty, a register referred to in subsection 21.1(1) or an extract from it is not a report, return, notice or other document for the purposes of this section.

53          The following is added after clause 254(1)(c.1):

(c.2) for the purpose of section 21.1 (register of individuals with significant control),

(i) prescribing information to be included in the registry,

(ii) respecting the form of the registry or the manner in which it is to be prepared or maintained,

(iii) respecting steps to be taken by a corporation under subsection 21.1(2),

(iv) prescribing one or more classes of corporations for the purpose of subsection 21.1(7), or

(v) respecting steps to be taken by a corporation under section 21.2;

S.M. 2006, c. 10 (unproclaimed provision repealed)

54          Clause 41(b) of The Corporations Amendment Act, S.M. 2006, c. 10, is repealed.

PART 4

THE PARTNERSHIP ACT

C.C.S.M. c. P30 amended

55          The Partnership Act is amended by this Part.

56          Subsection 1(1) is amended by adding the following definition:

"attorney for service" means an attorney for service in Manitoba as defined in section 1 of The Business Names Registration Act; (« fondé de pouvoir pour fin de signification »)

57          The section heading for section 55 is replaced with "No limited liability without registration".

58          The following is added after section 66 and before Part III:

Registration of extra-provincial limited partnership

66.1(1)     A partnership may be registered as an extra-provincial limited partnership under The Business Names Registration Act if it

(a) is formed under the laws of another province or territory of Canada; and

(b) has the status of a limited partnership under the laws of that province or territory.

Effective date and period of status

66.1(2)     The status of a partnership as an extra-provincial limited partnership takes effect on the day on which it is registered as an extra-provincial limited partnership under The Business Names Registration Act and continues so long as the registration is in force or deemed to be in force under that Act.

Applicable law

66.1(3)     The laws of the jurisdiction under which a partnership registered as an extra-provincial limited partnership is formed govern

(a) its organization and internal affairs; and

(b) the limited liability of its limited partners.

Liability of limited partners

66.1(4)     Despite section 55 and subsection (2), a limited partner of a partnership eligible to be registered as an extra-provincial limited partnership is not liable as a general partner in Manitoba solely because the partnership carries on business in Manitoba without having complied with the registration requirements under The Business Names Registration Act.

Attorney for service

66.1(5)     A partnership registered as an extra-provincial limited partnership must have an attorney for service in Manitoba, appointed in accordance with section 8.3 of The Business Names Registration Act, unless a general partner of the partnership is

(a) an individual residing in Manitoba; or

(b) a body corporate registered under The Corporations Act.

Service on attorney

66.1(6)     If a partnership registered as an extra-provincial limited partnership has an attorney for service, any notice under an Act or regulation made under an Act, or any process or other document relating to an action or other proceeding against the partnership, may be served on the partnership by serving it on the attorney.

List of limited partners

66.1(7)     Subject to subsection (9), a partnership registered as an extra-provincial limited partnership must keep at its principal place of business in Manitoba, or at the address of its general partner in Manitoba, a list that sets out

(a) the names and last known addresses of all current and former limited partners; and

(b) for each current or former limited partner,

(i) the date they became or ceased to be a limited partner, and

(ii) the amount of capital they contributed to the partnership when they became a limited partner and any subsequent increases or decreases to that amount.

Making partnership list available

66.1(8)     A partnership registered as an extra-provincial limited partnership must provide the following information to any person who requests it without delay and without charge:

(a) the list referred to in subsection (7);

(b) for a date specified in the request, which must be after the partnership was registered under The Business Names Registration Act,

(i) a list of the persons who were limited partners on that date, and

(ii) for persons who were limited partners on that date, their last known address and the amount of capital contributed to the partnership by each of them as of that date.

List at attorney's office

66.1(9)     If a partnership registered as an extra-provincial limited partnership does not have either a principal place of business in Manitoba or a general partner that meets the requirements of clause (5)(a) or (b), the partnership must ensure that

(a) the list referred to in subsection (7) is kept at the office of its attorney for service in Manitoba; and

(b) the attorney for service provides the information referred to in subsection (8) to any person who requests it without delay and without charge.

59          Subsection 77(1) is replaced with the following:

Extra-provincial limited liability partnerships

77(1)       A partnership may be registered as an extra-provincial limited liability partnership under The Business Names Registration Act if it

(a) is formed under the laws of a jurisdiction outside Manitoba;

(b) has the status of a limited liability partnership under the laws of that jurisdiction; and

(c) consists of partners who practise a profession that partners in a Manitoba limited liability partnership may practise.

60(1)       Subsections 80(1) and (2) are replaced with the following:

Registered office in Manitoba or attorney for service

80(1)       An extra-provincial limited liability partnership must at all times have

(a) a registered office in Manitoba; or

(b) an attorney for service appointed under section 8.3 of The Business Names Registration Act.

Location of registered office

80(2)       If an extra-provincial limited liability partnership keeps a registered office in Manitoba, it must be the business premises of the partnership or of a person or firm that has agreed to act as the partnership's registered office.

60(2)       Subsection 80(3) is amended by adding "that keeps a registered office in Manitoba" after "An extra-provincial limited liability partnership".

61(1)       Section 81 is amended, in the part before clause (a), by striking out "must keep at its registered office" and substituting "that keeps a registered office in Manitoba must keep at that office".

61(2)       Section 81 is further amended by renumbering it as subsection 81(1) and adding the following as subsection 81(2):

Partnership list at attorney's office

81(2)       If an extra-provincial limited liability partnership does not have a registered office in Manitoba, the partnership must ensure that

(a) the list of Manitoba-resident partners is kept at the office of its attorney for service in Manitoba; and

(b) the attorney for service provides the information referred to in subsection (1) to any person who requests it, without delay and without charge.

62          Subsection 83(1) is amended

(a) by adding the following after clause (b):

(b.1) personally served on its attorney for service, as shown in the Director's records;

(b) by striking out "or" at the end of subclause (c)(ii) and adding the following after subclause (c)(ii):

(ii.1) its attorney for service, as shown in the Director's records, or

63          The following is added after section 88:

PART IV

REGULATIONS RE EXTRA-PROVINCIAL PARTNERSHIPS

Definitions

89(1)       The following definitions apply in this section.

"designated jurisdiction" means a jurisdiction designated under subsection 20.1(3) of The Business Names Registration Act. (« autorité législative désignée »)

"extra-provincial partnership" means a partnership that is registered under The Business Names Registration Act as an extra-provincial limited partnership or an extra-provincial limited liability partnership. (« société en nom collectif extraprovinciale »)

Regulations re extra-provincial partnerships

89(2)       The Lieutenant Governor in Council may make regulations exempting extra-provincial partnerships from one or more provisions of this Act or a regulation under this Act.

Application of regulations

89(3)       A regulation under this section may be general or particular in its application and apply in whole or in part to

(a) one or more classes of extra-provincial partnership specified in the regulations; or

(b) one or more designated jurisdictions.

Regulation prevails

89(4)       If there is a conflict or inconsistency between a provision of a regulation made under this section and a provision of this Act or a regulation made under another section of this Act, the provision of the regulation made under this section prevails to the extent of the conflict or inconsistency.

PART 5

COMING INTO FORCE

Coming into force — proclamation

64(1)        Subject to subsection (2), this Act comes into force on a day to be fixed by proclamation.

Coming into force — April 8, 2020

64(2)       Sections 10, 19, 21, 23, 45 to 50, 52 and 53 come into force on a day to be fixed by proclamation or on April 8, 2020, whichever occurs first.