C.C.S.M. c. C225
|
|
|
| PART I
|
|
| INTERPRETATION AND APPLICATION
|
| 1(1)
| Definitions
|
| (2)
| Affiliated corporations
|
| (3)
| Control
|
| (4)
| Holding body corporate
|
| (5)
| Subsidiary body corporate
|
| (6)
| Deemed distribution to the public
|
| (7)
| Distribution to the public
|
| (8)
| Registered common-law relationship
|
| 2(1)
| Application of Act
|
| (2)
| Inconsistent provisions
|
| (3)
| Where Part applies to class of corporation
|
| 3(1)
| Exceptions
|
| (2)
| Exceptions
|
| (3)
| Non-application of certain provisions to insurers
|
| 4(1)
| Objects of existing corporations
|
| (2)
| Powers of existing corporation
|
|
| PART II
|
|
| INCORPORATION
|
| 5(1)
| Incorporators
|
| (2)
| Exception
|
| 6(1)
| Articles of incorporation
|
| (2)
| Additional provisions in articles
|
| (3)
| Special majorities
|
| (4)
| Exception
|
| (5)
| Consent required
|
| 7
| Filing of Articles
|
| 8
| Certificate of incorporation
|
| 9
| Effect of certificate
|
| 10(1)
| Name of corporation
|
| (2)
| Alternative name
|
| (3)
| Name in any language form
|
| (4)
| Publication of corporate name
|
| (5)
| Other name
|
| (6)
| Offence
|
| 11(1)
| Reservation of name
|
| (2)
| Designating number
|
| (3)
| Notation of name
|
| (4)
| Notice of use of name
|
| (5)
| Notice to be recorded
|
| (6)
| Cancellation of notice
|
| 12(1)
| "Business or association" defined
|
| (2)
| Prohibited names
|
| (3)
| Corporation not to be given similar name
|
| (4)
| Corporation not to be given similar name of business or association
|
| (5)
| Reserved name
|
| (6)
| Undertaking not carried out
|
| (7)
| Directing change of name
|
| (7.1)
| Directing change of name of professional corporation
|
| (8)
| Directing change of name
|
| (9)
| Revocation of name
|
| 13(1)
| Certificate of amendment
|
| (2)
| Effect of certificate
|
| 14(1)
| Personal liability in pre-incorporation contracts
|
| (2)
| Adoption of pre-incorporation contracts
|
| (3)
| Application to court
|
| (4)
| Exemption from personal liability
|
|
| PART III
|
|
| CAPACITY AND POWERS
|
| 15(1)
| Capacity of a corporation
|
| (2)
| Extra-territorial capacity
|
| (3)
| Professional practice by corporation
|
| 16(1)
| Powers of a corporation
|
| (2)
| Restricted business or powers
|
| (3)
| Rights preserved
|
| 17
| No constructive notice
|
| 18
| Authority of directors, officers and agents
|
|
| PART IV
|
|
| REGISTERED OFFICE AND RECORDS
|
| 19(1)
| Registered office
|
| (2)
| Change of location
|
| (3)
| Change of address
|
| (4)
| Notice of change
|
| (5)
| Annexation or amalgamation of municipalities
|
| (6)
| Exception
|
| (7)
| Consent discretionary
|
| 20(1)
| Corporate records
|
| (2)
| Other records
|
| (3)
| Directors' access to other records
|
| (4)
| Records in Manitoba
|
| (5)
| Exception
|
| (6)
|
|
| (7)
| Duplicate register of securities
|
| (8)
|
|
| (9)
| Offence
|
| 21(1)
| Access to corporate records
|
| (2)
| Copies of corporate record
|
| (3)
| Shareholder lists
|
| (4)
| Supplemental lists
|
| (5)
| When supplemental lists to be furnished
|
| (6)
| Holders of options
|
| (7)
| Contents of affidavit
|
| (8)
| Where applicant a body corporate
|
| (9)
| Use of shareholder list
|
| (10)
| Offence
|
| 22(1)
| Form of records
|
| (2)
| Precautions
|
| (3)
| Offence
|
| 23
| Corporate seal
|
|
| PART V
|
|
| CORPORATE FINANCE
|
| 24(1)
| Shares
|
| (2)
| Transitional
|
| (3)
| Class of shares
|
| (4)
| Class voting
|
| (5)
| Pre-existing corporations
|
| (6)
| Transitional
|
| 25(1)
| Issue of shares
|
| (2)
| Shares non-assessable
|
| (3)
| Consideration
|
| (4)
| Consideration other than money
|
| (5)
| Property
|
| 26(1)
| Stated capital account
|
| (2)
| Entries in stated capital account
|
| (3)
| Exception for non-arm's length transactions
|
| (4)
| Limit on addition to a stated capital account
|
| (5)
| Constraint on addition to a stated capital account
|
| (6)
| Other additions to stated capital
|
| (7)
| Retained earnings added to stated capital
|
| (8)
| Transitional
|
| (9)
| Continuance
|
| (10)
| Transitional
|
| (11)
| Transitional
|
| (12)
| Restriction
|
| (13)
| Exception for an open-end mutual fund
|
| (14)
| "Open-end mutual fund" defined
|
| 27(1)
| Shares in series
|
| (2)
| Series participation
|
| (3)
| Restrictions on series
|
| (4)
| Amendment of articles when series designated
|
| (5)
| Certificate of amendment
|
| (6)
| Effect of certificate
|
| 28(1)
| Pre-emptive right
|
| (2)
| Exception
|
| 29(1)
| Options and rights
|
| (2)
| Transferable rights
|
| (3)
| Convertible shares
|
| (4)
| Convertible debt obligations
|
| 30(1)
| Corporation holding its own shares
|
| (2)
| Subsidiary holding shares of a corporation
|
| 31(1)
| Exception
|
| (2)
| Exception
|
| (3)
| Exception
|
| (4)
| Voting shares
|
| 32(1)
| Acquisition of corporation's own shares
|
| (2)
| Limitation
|
| 33(1)
| Alternative acquisition of corporation's own shares
|
| (2)
| Alternative acquisition of corporation's own shares
|
| (3)
| Limitation
|
| 34(1)
| Redemption of shares
|
| (2)
| Limitation
|
| 35
| Donated shares
|
| 36(1)
| Other reduction of stated capital
|
| (2)
| Contents of special resolution
|
| (3)
| Limitation
|
| (4)
| Recovery
|
| (5)
| Limitation
|
| (6)
| Remedy preserved
|
| 37(1)
| Adjustment of stated capital account
|
| (2)
| Adjustment of stated capital account
|
| (3)
| Adjustment of stated capital account
|
| (4)
| Adjustment of stated capital account
|
| (5)
| Stated capital of interconvertible shares
|
| (6)
| Cancellation or restoration of shares
|
| (7)
| Exception
|
| (8)
| Conversion or change of shares
|
| (9)
| Effect of change of shares on number of unissued shares
|
| (10)
| Repayment
|
| (11)
| Acquisition and reissue of debt obligations
|
| 38(1)
| Enforceability of contract
|
| (2)
| Burden of proof
|
| (3)
| Status of contracting party
|
| 39
| Commission for sale of shares
|
| 40
| Dividends
|
| 41(1)
| Form of dividend
|
| (2)
| Adjustment of stated capital account
|
| (3)
| Dividends payable on transition
|
| 42
|
|
| 43(1)
| Shareholder immunity
|
| (2)
| Lien on shares
|
| (3)
| Enforcement of lien
|
| (4)
| Liability continues
|
|
| PART VI
|
|
| SECURITY CERTIFICATES, REGISTERS AND TRANSFERS
|
| 44
| Transfers of securities
|
| 45(1)
| Rights of holder
|
| (2)
| Fee for certificate
|
| (3)
| Joint holders
|
| (4)
| Signatures
|
| (5)
| No manual signature required
|
| (6)
| Continuation of signature
|
| (7)
| Contents of share certificate
|
| (8)
|
|
| (9)
| Transfer restriction on public shares
|
| (10)
| Transitional
|
| (11)
| Particulars of class
|
| (12)
| Duty
|
| (13)
| Fractional share
|
| (14)
| Scrip certificates
|
| (15)
| Holder of fractional share
|
| (16)
| Holder of scrip certificate
|
| 46(1)
| Securities records
|
| (2)
| Central and branch registers
|
| (3)
| Where registers are to be kept
|
| (4)
| Effect of registration
|
| (5)
| Branch register
|
| (6)
| Central register
|
| (7)
| Destruction of certificates
|
| 47(1)
| Dealings with registered holder
|
| (2)
| Constructive registered holder
|
| (3)
| Permissible registered holder
|
| (4)
| Immunity of corporation
|
| (5)
| Infants
|
| (6)
| Joint holders
|
| (7)
| Transmission of securities
|
| (8)
| Excepted transmissions
|
| (9)
| Right of corporation
|
| 48(1)
| Overissue
|
| (2)
| Non-application
|
| (3)
| Purchase or payment under Securities Transfer Act
|
| 49 to 76
|
|
|
| PART VII
|
|
| TRUST INDENTURES
|
| 77(1)
| Definitions
|
| (2)
| Application
|
| 78(1)
| Conflict of interest
|
| (2)
| Eliminating conflict of interest
|
| (3)
| Validity
|
| (4)
| Removal of trustee
|
| 79
| Qualification of trustee
|
| 80(1)
| List of security holders
|
| (2)
| Duty of issuer
|
| (3)
| Corporate applicant
|
| (4)
| Contents of statutory declaration
|
| (5)
| Use of list
|
| (6)
| Offence
|
| 81(1)
| Evidence of compliance
|
| (2)
| Duty of issuer or guarantor
|
| 82
| Contents of declarations
|
| 83
| Further evidence of compliance
|
| 84(1)
| Trustee may require evidence of compliance
|
| (2)
| Certificate of compliance
|
| 85
| Notice of default
|
| 86
| Duty of care
|
| 87
| Reliance on statements
|
| 88
| No exculpation
|
|
| PART VIII
|
|
| RECEIVERS AND RECEIVER-MANAGERS
|
| 89
| Functions of receiver
|
| 90
| Functions of receiver-manager
|
| 91
| Directors' powers cease
|
| 92
| Duty to act
|
| 93
| Duty under instrument
|
| 94
| Duty of care
|
| 95
| Directions given by court
|
| 96(1)
| Duties of receiver and receiver-manager
|
| (2)
| Liability of receiver for wages
|
| (3)
| Receiver subrogated
|
| (4)
| Rights of director who pays receiver
|
|
| PART IX
|
|
| DIRECTORS AND OFFICERS
|
| 97(1)
| Duty to manage or supervise management
|
| (2)
| Number of directors
|
| 98(1)
| By-laws
|
| (2)
| Shareholder approval
|
| (3)
| Effective date
|
| (4)
| Effective date
|
| (5)
| Shareholder proposal
|
| 99(1)
| Organization meeting
|
| (2)
| Exception
|
| (3)
| Calling meeting
|
| 100(1)
| Qualifications of directors
|
| (2)
| Further qualifications
|
| (3)
| Residency
|
| (3.1)
| Residency when directors are three or fewer
|
| (4)
|
|
| 101(1)
| Term of office
|
| (2)
| Election of directors
|
| (3)
| Staggered terms
|
| (4)
| No stated terms
|
| (5)
| Incumbent directors
|
| (6)
| Vacancy among candidates
|
| 102
| Cumulative voting
|
| 103(1)
| Ceasing to hold office
|
| (2)
| Effective date of resignation
|
| 104(1)
| Removal of directors
|
| (2)
| Exception
|
| (3)
| Vacancy
|
| 105(1)
| Attendance at meetings
|
| (2)
| Statement of director
|
| (3)
| Circulating statement
|
| (4)
| Immunity
|
| 106(1)
| Filling vacancy
|
| (2)
| Calling meeting
|
| (3)
| Class director
|
| (4)
| Shareholders filling vacancy
|
| (5)
| Unexpired term
|
| 107
| Number of directors
|
| 108(1)
| Notice of change of directors
|
| (2)
| Application to court
|
| 109(1)
| Meeting of directors
|
| (2)
| Quorum
|
| (3)
| Residency requirements re quorum
|
| (4)
| Transacting business without resident quorum
|
| (5)
| Notice of meeting
|
| (6)
| Waiver of notice
|
| (7)
| Adjournment
|
| (8)
| One director meeting
|
| (9)
| Participation in meeting by electronic means
|
| (10)
| Deemed presence of participant
|
| 110(1)
| Delegation
|
| (2)
| Resident majority
|
| (3)
| Limits on authority
|
| 111
| Validity of acts of directors and officers
|
| 112(1)
| Resolution in lieu of meeting
|
| (2)
| Filing resolution
|
| 113(1)
| Liability of directors
|
| (2)
| Further liability of directors
|
| (3)
| Contribution
|
| (4)
| Recovery
|
| (5)
| Order of court
|
| (6)
| No liability
|
| (7)
| Limitation
|
| 114(1)
| Liability of directors for wages
|
| (2)
| Conditions precedent to liability
|
| (3)
| Limitation
|
| (4)
| Amount due after execution
|
| (5)
| Subrogation of director
|
| (6)
| Contribution
|
| 114.1(1)
| Deemed directors
|
| (2)
| Exceptions
|
| 115(1)
| Disclosure of interested director contract
|
| (2)
| Time of disclosure for director
|
| (3)
| Time of disclosure for officer
|
| (4)
| Time of disclosure for director or officer
|
| (5)
| Voting
|
| (6)
| Continuing disclosure
|
| (7)
| Avoidance standards
|
| (8)
| Application to court
|
| 116
| Officers
|
| 117(1)
| Duty of care of directors and officers
|
| (2)
| Duty to comply
|
| (3)
| No exculpation
|
| (4)
| Interpretation
|
| 118(1)
| Dissent
|
| (2)
| Loss of right to dissent
|
| (3)
| Dissent of absent director
|
| (4)
| Defence of reasonable diligence
|
| (5)
| Defence of good faith
|
| 119(1)
| Indemnification
|
| (2)
| Indemnification in derivative actions
|
| (3)
| Indemnity as of right
|
| (4)
| Directors' and officers' insurance
|
| (5)
| Application to court
|
| (6)
| Notice to director
|
| (7)
| Other notice
|
| 120
| Remuneration
|
|
| PART X
|
|
| RETURNS AND INSIDERS
|
|
| DIVISION I
|
|
| RETURNS
|
| 121(1)
| Annual return
|
| (2)
| Who shall sign
|
| 122(1)
| Special return
|
| (2)
| Contents of special return
|
| 123
| Ownership of shares
|
| 124(1)
| Offence
|
| (2)
| Relief by court
|
|
| DIVISION II
|
|
| INSIDERS
|
| 125(1)
| "Insider" defined
|
| (2)
| Further interpretation
|
| (3)
| Deemed insiders
|
| (4)
| "Business combination" defined
|
| (5)
| Civil liability
|
| (6)
| Limitation
|
|
| PART XI
|
|
| SHAREHOLDERS
|
| 126(1)
| Place of meetings
|
| (2)
| Meetings outside Manitoba
|
| (3)
| Meetings outside Manitoba
|
| (4)
| Participation in meeting by electronic means
|
| (5)
| Deemed presence of participant
|
| 126.1
| Meetings held by electronic means
|
| 127
| Calling meetings
|
| 128(1)
| Fixing record date
|
| (2)
| Notice of meeting
|
| (3)
| No record date fixed
|
| (4)
| Where record date fixed
|
| 129(1)
| Notice of meeting
|
| (2)
| Exception
|
| (3)
| Adjournment
|
| (4)
| Notice of adjourned meeting
|
| (5)
| Business
|
| (6)
| Notice of business
|
| 130
| Waiver of notice
|
| 131(1)
| Shareholder proposal
|
| (2)
| Information circular
|
| (3)
| Supporting statement
|
| (4)
| Nomination for director
|
| (5)
| Exemptions
|
| (6)
| Immunity
|
| (7)
| Notice of refusal
|
| (8)
| Shareholder application to court
|
| (9)
| Corporation's application to court
|
| (10)
| Director entitled to notice
|
| 132(1)
| Shareholder list
|
| (2)
| Effect of list
|
| (3)
| Effect of list
|
| (4)
| Examination of list
|
| 133(1)
| Quorum
|
| (2)
| Opening quorum sufficient
|
| (3)
| Adjournment
|
Home
