C.C.S.M. c. C225
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| PART I
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| INTERPRETATION AND APPLICATION
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| 1
| (1)
| Definitions
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|
| (2)
| Affiliated corporations
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| (3)
| Control
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|
| (4)
| Holding body corporate
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| (5)
| Subsidiary body corporate
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|
| (6)
| Deemed distribution to the public
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|
| (7)
| Distribution to the public
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|
| (8)
| Registered common-law relationship
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| 2
| (1)
| Application of Act
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|
| (2)
| Inconsistent provisions
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|
| (3)
| Where Part applies to class of corporation
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| 3
| (1)
| Exceptions
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|
| (2)
| Exceptions
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|
| (3)
| Non-application of certain provisions to insurers
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| 4
| (1)
| Objects of existing corporations
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|
| (2)
| Powers of existing corporation
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| PART II
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| INCORPORATION
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| 5
| (1)
| Incorporators
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|
| (2)
| Exception
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| 6
| (1)
| Articles of incorporation
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|
| (2)
| Additional provisions in articles
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|
| (3)
| Special majorities
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|
| (4)
| Exception
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|
| (5)
| Consent required
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| 7
|
| Filing of Articles
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| 8
|
| Certificate of incorporation
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| 9
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| Effect of certificate
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| 10
| (1)
| Name of corporation
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|
| (2)
| Alternative name
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|
| (3)
| Name in any language form
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|
| (4)
| Publication of corporate name
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|
| (5)
| Other name
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| (6)
| Offence
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| 11
| (1)
| Reservation of name
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|
| (2)
| Designating number
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| (3)
| Notation of name
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| (4)
| Notice of use of name
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| (5)
| Notice to be recorded
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|
| (6)
| Cancellation of notice
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| 12
| (1)
| "Business or association" defined
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|
| (2)
| Prohibited names
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|
| (3)
| Corporation not to be given similar name
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|
| (4)
| Corporation not to be given similar name of business or association
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|
| (5)
| Reserved name
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|
| (6)
| Undertaking not carried out
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|
| (7)
| Directing change of name
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|
| (7.1)
| Directing change of name of professional corporation
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|
| (8)
| Directing change of name
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|
| (9)
| Revocation of name
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| 13
| (1)
| Certificate of amendment
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|
| (2)
| Effect of certificate
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| 14
| (1)
| Personal liability in pre-incorporation contracts
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|
| (2)
| Adoption of pre-incorporation contracts
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|
| (3)
| Application to court
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|
| (4)
| Exemption from personal liability
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| PART III
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| CAPACITY AND POWERS
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| 15
| (1)
| Capacity of a corporation
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|
| (2)
| Extra-territorial capacity
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|
| (3)
| Professional practice by corporation
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| 16
| (1)
| Powers of a corporation
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|
| (2)
| Restricted business or powers
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|
| (3)
| Rights preserved
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| 17
|
| No constructive notice
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| 18
|
| Authority of directors, officers and agents
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| PART IV
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| REGISTERED OFFICE AND RECORDS
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| 19
| (1)
| Registered office
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|
| (2)
| Change of location
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|
| (3)
| Change of address
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|
| (4)
| Notice of change
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|
| (5)
| Annexation or amalgamation of municipalities
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|
| (6)
| Exception
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|
| (7)
| Consent discretionary
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| 20
| (1)
| Corporate records
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|
| (2)
| Other records
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|
| (3)
| Directors' access to other records
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|
| (4)
| Records in Manitoba
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|
| (5)
| Exception
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|
| (6)
| Repealed
|
|
| (7)
| Duplicate register of securities
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|
| (8)
| Repealed
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|
| (9)
| Offence
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| 21
| (1)
| Access to corporate records
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|
| (2)
| Copies of corporate record
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|
| (3)
| Shareholder lists
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|
| (4)
| Supplemental lists
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|
| (5)
| When supplemental lists to be furnished
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|
| (6)
| Holders of options
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|
| (7)
| Contents of affidavit
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|
| (8)
| Where applicant a body corporate
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|
| (9)
| Use of shareholder list
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|
| (10)
| Offence
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| 22
| (1)
| Form of records
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|
| (2)
| Precautions
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|
| (3)
| Offence
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| 23
|
| Corporate seal
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| PART V
|
| CORPORATE FINANCE
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| 24
| (1)
| Shares
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|
| (2)
| Transitional
|
|
| (3)
| Class of shares
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|
| (4)
| Class voting
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|
| (5)
| Pre-existing corporations
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|
| (6)
| Transitional
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| 25
| (1)
| Issue of shares
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|
| (2)
| Shares non-assessable
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|
| (3)
| Consideration
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|
| (4)
| Consideration other than money
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|
| (5)
| Property
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| 26
| (1)
| Stated capital account
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|
| (2)
| Entries in stated capital account
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|
| (3)
| Exception for non-arm's length transactions
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|
| (4)
| Limit on addition to a stated capital account
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|
| (5)
| Constraint on addition to a stated capital account
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|
| (6)
| Other additions to stated capital
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|
| (7)
| Retained earnings added to stated capital
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|
| (8)
| Transitional
|
|
| (9)
| Continuance
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|
| (10)
| Transitional
|
|
| (11)
| Transitional
|
|
| (12)
| Restriction
|
|
| (13)
| Exception for an open-end mutual fund
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|
| (14)
| "Open-end mutual fund" defined
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| 27
| (1)
| Shares in series
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|
| (2)
| Series participation
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|
| (3)
| Restrictions on series
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|
| (4)
| Amendment of articles when series designated
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|
| (5)
| Certificate of amendment
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|
| (6)
| Effect of certificate
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| 28
| (1)
| Pre-emptive right
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|
| (2)
| Exception
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| 29
| (1)
| Options and rights
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|
| (2)
| Transferable rights
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|
| (3)
| Convertible shares
|
|
| (4)
| Convertible debt obligations
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| 30
| (1)
| Corporation holding its own shares
|
|
| (2)
| Subsidiary holding shares of a corporation
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| 31
| (1)
| Exception
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|
| (2)
| Exception
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|
| (3)
| Exception
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|
| (4)
| Voting shares
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| 32
| (1)
| Acquisition of corporation's own shares
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|
| (2)
| Limitation
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| 33
| (1)
| Alternative acquisition of corporation's own shares
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|
| (2)
| Alternative acquisition of corporation's own shares
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|
| (3)
| Limitation
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| 34
| (1)
| Redemption of shares
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|
| (2)
| Limitation
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| 35
|
| Donated shares
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| 36
| (1)
| Other reduction of stated capital
|
|
| (2)
| Contents of special resolution
|
|
| (3)
| Limitation
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|
| (4)
| Recovery
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|
| (5)
| Limitation
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|
| (6)
| Remedy preserved
|
| 37
| (1)
| Adjustment of stated capital account
|
|
| (2)
| Adjustment of stated capital account
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|
| (3)
| Adjustment of stated capital account
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|
| (4)
| Adjustment of stated capital account
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|
| (5)
| Stated capital of interconvertible shares
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|
| (6)
| Cancellation or restoration of shares
|
|
| (7)
| Exception
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|
| (8)
| Conversion or change of shares
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|
| (9)
| Effect of change of shares on number of unissued shares
|
|
| (10)
| Repayment
|
|
| (11)
| Acquisition and reissue of debt obligations
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| 38
| (1)
| Enforceability of contract
|
|
| (2)
| Burden of proof
|
|
| (3)
| Status of contracting party
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| 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
|
| Repealed
|
| 43
| (1)
| Shareholder immunity
|
|
| (2)
| Lien on shares
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|
| (3)
| Enforcement of lien
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|
| (4)
| Liability continues
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| 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
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|
| (6)
| Continuation of signature
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|
| (7)
| Contents of share certificate
|
|
| (8)
| Repealed
|
|
| (9)
| Transfer restriction on public shares
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|
| (10)
| Transitional
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|
| (11)
| Particulars of class
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|
| (12)
| Duty
|
|
| (13)
| Fractional share
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|
| (14)
| Scrip certificates
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|
| (15)
| Holder of fractional share
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|
| (16)
| Holder of scrip certificate
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| 46
| (1)
| Securities records
|
|
| (2)
| Central and branch registers
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|
| (3)
| Where registers are to be kept
|
|
| (4)
| Effect of registration
|
|
| (5)
| Branch register
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|
| (6)
| Central register
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|
| (7)
| Destruction of certificates
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| 47
| (1)
| Dealings with registered holder
|
|
| (2)
| Constructive registered holder
|
|
| (3)
| Permissible registered holder
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|
| (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
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| 49 to 76
|
| Repealed
|
| 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)
| Repealed
|
| 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
|
|
| (4)
| One shareholder meeting
|
| 134
| (1)
| Representative
|
|
| (2)
| Powers of representative
|
|
| (3)
| Joint shareholders
|
| 135
| (1)
| Voting
|
|
| (2)
| Ballot
|
|
| (3)
| Electronic voting
|
|
| (4)
| Voting while participating electronically
|
| 136
| (1)
| Resolution in lieu of meeting
|
|
| (2)
| Filing resolution
|
| 137
| (1)
| Requisition of meeting
|
|
| (2)
| Form
|
|
| (3)
| Directors calling meeting
|
|
| (4)
| Shareholder calling meeting
|
|
| (5)
| Procedure
|
|
| (6)
| Reimbursement
|
| 138
| (1)
| Meeting called by court
|
|
| (2)
| Varying quorum
|
|
| (3)
| Valid meeting
|
| 139
| (1)
| Court review of election
|
|
| (2)
| Powers of court
|
| 140
| (1)
| Pooling agreement
|
|
| (2)
| Unanimous shareholder agreement
|
|
| (3)
| Declaration of single shareholder
|
|
| (4)
| Constructive party
|
|
| (5)
| Rights of shareholder
|
|
| (6)
| Filing of notice of agreement
|
| PART XII
|
| PROXIES
|
| 141
|
| Definitions
|
| 142
| (1)
| Appointing proxyholder
|
|
| (2)
| Execution of proxy
|
|
| (3)
| Validity of proxy
|
|
| (4)
| Revocation of proxy
|
|
| (5)
| Deposit of proxies
|
| 143
| (1)
| Mandatory solicitation
|
|
| (2)
| Exception
|
|
| (3)
| Offence of corporation
|
|
| (4)
| Offence of director or officer
|
| 144
| (1)
| Soliciting proxies
|
|
| (2)
| Copy to commission
|
|
| (3)
| Offence
|
|
| (4)
| Offence of director or officer
|
| 145
|
| Exemption order
|
| 146
| (1)
| Attendance at meeting
|
|
| (2)
| Right of a proxyholder
|
|
| (3)
| Voting by proxyholders
|
|
| (4)
| Offence
|
| 147
| (1)
| Duty of registrant
|
|
| (2)
| Beneficial owner unknown
|
|
| (3)
| Copies
|
|
| (4)
| Instructions to registrant
|
|
| (5)
| Beneficial owner as proxyholder
|
|
| (6)
| Validity
|
|
| (7)
| Limitation
|
|
| (8)
| Offence
|
|
| (9)
| Offence of director or officer
|
| 148
| (1)
| Restraining order
|
|
| (2)
| Notice to commission
|
| PART XIII
|
| FINANCIAL DISCLOSURE
|
| 149
| (1)
| Annual financial statements
|
|
| (2)
| Exception
|
|
| (3)
| Interim financial statement
|
| 150
| (1)
| Exemption by commission
|
|
| (2)
| Prohibited exemption
|
| 151
| (1)
| Consolidated statements
|
|
| (2)
| Examination
|
|
| (3)
| Barring examination
|
|
| (4)
| Notice to Director
|
| 152
| (1)
| Approval of financial statements
|
|
| (2)
| Condition precedent
|
| 153
| (1)
| Copies to shareholders
|
|
| (2)
| Copies supplied on demand
|
|
| (3)
| Offence
|
| 154
| (1)
| Copies to Director
|
|
| (2) and (3)
| Repealed
|
|
| (4)
| Further disclosure
|
|
| (5)
| Repealed
|
|
| (6)
| Filing with commission
|
|
| (7)
| Offence
|
| 155
| (1)
| Qualification of auditor
|
|
| (2)
| Independence
|
|
| (3)
| Duty to resign
|
|
| (4)
| Disqualification order
|
|
| (5)
| Exemption order
|
|
| (6)
| Exception
|
|
| (7)
| Validity of resolution
|
|
| (8)
| Auditor's relationship to be disclosed in report
|
| 156
| (1)
| Appointment of auditor
|
|
| (2)
| Eligibility
|
|
| (3)
| Incumbent auditor
|
|
| (4)
| Remuneration
|
| 157
| (1)
| Dispensing with auditor
|
|
| (2)
| Limitation
|
|
| (3)
| Unanimous consent
|
| 158
| (1)
| Ceasing to hold office
|
|
| (2)
| Effective date of resignation
|
| 159
| (1)
| Removal of auditor
|
|
| (2)
| Vacancy
|
| 160
| (1)
| Filling vacancy
|
|
| (2)
| Calling meeting
|
|
| (3)
| Shareholders filling vacancy
|
|
| (4)
| Unexpired term
|
| 161
| (1)
| Court appointed auditor
|
|
| (2)
| Exception
|
| 162
| (1)
| Right to attend meeting
|
|
| (2)
| Duty to attend
|
|
| (3)
| Notice to corporation
|
|
| (4)
| Offence
|
|
| (5)
| Statement of auditor
|
|
| (6)
| Circulating statement
|
|
| (7)
| Replacing auditor
|
|
| (8)
| Exception
|
|
| (9)
| Effect of non-compliance
|
| 163
| (1)
| Examination
|
|
| (2)
| Reliance on other auditor
|
|
| (3)
| Reasonableness
|
|
| (4)
| Application
|
| 164
| (1)
| Right to information
|
|
| (2)
| Information from subsidiary
|
| 165
| (1)
| Audit committee
|
|
| (2)
| Exemption
|
|
| (3)
| Duty of committee
|
|
| (4)
| Auditor's attendance
|
|
| (5)
| Calling meeting
|
|
| (6)
| Notice of errors
|
|
| (7)
| Error in financial statements
|
|
| (8)
| Duty of directors
|
|
| (9)
| Offence
|
| 166
|
| Qualified privilege (defamation)
|
| PART XIV
|
| FUNDAMENTAL CHANGES
|
| 167
| (1)
| Amendment of articles
|
|
| (2)
| Corporation with or without share capital
|
|
| (3)
| Resolution
|
|
| (4)
| Formula for conversion
|
|
| (5)
| Clerical errors
|
|
| (6)
| Article of amendment to be filed
|
|
| (7)
| Special Act corporation
|
|
| (8)
| Revocation of amending resolution
|
|
| (9)
| Resolution of directors
|
| 168
| (1)
| Constraints on share transfers
|
|
| (2)
| Removal of constraint
|
|
| (3)
| Termination
|
|
| (4)
| Regulations
|
|
| (5)
| Validity of acts
|
| 169
| (1)
| Proposal to amend
|
|
| (2)
| Notice of amendment
|
| 170
| (1)
| Class vote
|
|
| (2)
| Limitation
|
|
| (3)
| Right to vote
|
|
| (4)
| Separate resolutions
|
| 171
| (1)
| Delivery of articles
|
|
| (2)
| Reduction of stated capital
|
| 172
|
| Certificate of amendment
|
| 173
| (1)
| Effect of certificate
|
|
| (2)
| Rights preserved
|
| 174
| (1)
| Restated articles
|
|
| (2)
| Delivery of articles
|
|
| (3)
| Restated certificate
|
|
| (4)
| Effect of certificate
|
| 174.1
| (1)
| Reissue of articles in English or in French
|
|
| (2)
| Authorization
|
|
| (3)
| Translation
|
|
| (4)
| Director to issue
|
|
| (5)
| Deemed date
|
|
| (6)
| No effect on obligations
|
|
| (7)
| Change of name
|
| 175
| (1)
| Amalgamation
|
|
| (2)
| Special Act corporations excepted
|
| 176
| (1)
| Amalgamation agreement
|
|
| (2)
| Cancellation
|
| 177
| (1)
| Shareholder approval
|
|
| (2)
| Notice of meeting
|
|
| (3)
| Right to vote
|
|
| (4)
| Class vote
|
|
| (5)
| Shareholder approval
|
|
| (6)
| Termination
|
| 178
| (1)
| Vertical short-form amalgamation
|
|
| (2)
| Horizontal short-form amalgamation
|
| 179
| (1)
| Sending of articles
|
|
| (2)
| Attached declarations
|
|
| (3)
| Adequate notice
|
|
| (4)
| Certificate of amalgamation
|
| 180
|
| Effect of certificate
|
| 181
| (1)
| Continuance in Manitoba
|
|
| (2)
| Special Act corporation
|
|
| (3)
| Amendments in articles of continuance
|
|
| (4)
| Articles of continuance
|
|
| (5)
| Certificate of continuance
|
|
| (6)
| Refusal by Director
|
|
| (7)
| Effect of certificate
|
|
| (8)
| Copy of certificate
|
|
| (9)
| Rights preserved
|
|
| (10)
| Issued shares
|
|
| (11)
| Exception in case of convertible shares
|
|
| (12)
| "Share" defined
|
| 182
| (1)
| Continuance outside Manitoba
|
|
| (2)
| Limitation period
|
|
| (3)
| Exception
|
|
| (4)
| Notice of meeting
|
|
| (5)
| Right to vote
|
|
| (6)
| Shareholder approval
|
|
| (7)
| Termination
|
|
| (8)
| Notice of discontinuance
|
|
| (9)
| Notice deemed to be articles
|
|
| (10)
| Rights preserved
|
|
| (11)
| Prohibition
|
|
| (12)
| Continued corporation carrying on business in Manitoba
|
|
| (13)
| Special Act corporation prohibited
|
| 183
| (1)
| Borrowing powers
|
|
| (2)
| Delegation of borrowing powers
|
|
| (3)
| Extraordinary sale, lease or exchange
|
|
| (4)
| Notice of meeting
|
|
| (5)
| Shareholder approval
|
|
| (6)
| Right to vote
|
|
| (7)
| Shareholder approval
|
|
| (8)
| Termination
|
| 184
| (1)
| Right to dissent
|
|
| (2)
| Further right to dissent
|
|
| (3)
| Payment for shares
|
|
| (4)
| No partial dissent
|
|
| (5)
| Objection
|
|
| (6)
| Notice of resolution
|
|
| (7)
| Demand for payment
|
|
| (8)
| Share certificate
|
|
| (9)
| Forfeiture
|
|
| (10)
| Endorsing certificate
|
|
| (11)
| Suspension of rights
|
|
| (12)
| Offer to pay
|
|
| (13)
| Same terms
|
|
| (14)
| Payment
|
|
| (15)
| Corporation application to court
|
|
| (16)
| Shareholder application to court
|
|
| (17)
| Venue
|
|
| (18)
| No security for costs
|
|
| (19)
| Parties
|
|
| (20)
| Powers of court
|
|
| (21)
| Appraisers
|
|
| (22)
| Final order
|
|
| (23)
| Interest
|
|
| (24)
| Notice that subsection (26) applies
|
|
| (25)
| Effect where subsection (26) applies
|
|
| (26)
| Limitation
|
| 185
| (1)
| Definitions
|
|
| (2)
| Powers of court
|
|
| (3)
| Further powers
|
|
| (4)
| Articles of reorganization
|
|
| (5)
| Certificate of reorganization
|
|
| (6)
| Effect of certificate
|
|
| (7)
| No dissent
|
|
| (8)
| Where corporation insolvent
|
|
| (9)
| Application to court for approval of arrangement
|
|
| (10)
| Powers of court
|
|
| (11)
| Notice to Director
|
|
| (12)
| Articles of arrangement
|
|
| (13)
| Certificate of amendment
|
|
| (14)
| Effect of certificate
|
| PART XV
|
| POWER OF ATTORNEY
|
| 186
| (1)
| Attorney required
|
|
| (2)
| Invalidity of power of attorney
|
|
| (3)
| Failure to comply with subsec. (1) or (2)
|
|
| (4)
| Consent to act as attorney
|
|
| (5)
| Service of process
|
|
| (6)
| Binds body corporate
|
| PART XVI
|
| REGISTRATION OF BODIES CORPORATE
|
| 187
| (1)
| Application
|
|
| (2)
| Carrying on business
|
|
| (3)
| Registration of corporations
|
|
| (3.1)
| Registration of trust and loan corporations
|
|
| (4)
| Compliance
|
|
| (5)
| Penalty
|
| 188
|
| Preliminary matters
|
| 189
| (1)
| Transitional
|
|
| (2)
| Restriction on capital employed abrogated
|
|
| (3)
| Continuing restriction
|
|
| (4)
| Amending restriction
|
|
| (5)
| Refusal to amend
|
|
| (6)
| Supplementary certificate
|
|
| (7)
| Repealed
|
| 189.1
|
| Publication of notice of certificate of registration
|
| 190
| (1)
| Application for registration
|
|
| (2)
| Approval of Registrar of Cooperatives
|
|
| (3)
| Compliance
|
|
| (4)
| Issuance of certificate
|
| 191
| (1)
| Prohibited names
|
|
| (2)
| Directing change of name
|
|
| (3)
| Appeal
|
|
| (4)
| New name
|
|
| (5)
| Non-compliance
|
|
| (6)
| Corporate name
|
|
| (7)
| Other name
|
|
| (8)
| Rights not affected
|
| 192
| (1)
| Filing documents
|
|
| (2)
| Supplementary certificate
|
|
| (3)
| Registration of former Man. corp.
|
|
| (4)
| Supplementary certificate
|
|
| (5)
| Exception
|
| 193
| (1)
| Restriction on certificate
|
|
| (2)
| Refusal to register
|
|
| (3)
| Notice of refusal or restriction
|
| 194
| (1)
| Cancellation of registration
|
|
| (2)
| Liability continues
|
|
| (3)
| Appeal
|
|
| (4)
| Filing of order
|
|
| (5)
| Restoration of registration
|
|
| (6)
| Liability of directors continue
|
| 195
|
| Service of process
|
| 196
|
| Estate of minor, mentally incompetent or deceased person
|
| 197
| (1)
| Actions
|
|
| (2)
| Proof of registration
|
|
| (3)
| Registration authorizes all previous acts
|
| 198
| (1)
| Real property
|
|
| (2)
| Execution of instrument affecting land
|
| 199
|
| Investigation
|
| 199.1
|
| Registration of trust and loan corporations
|
| 199.2
|
| Effect of business authorization for trust and loan corporations
|
| 199.3
|
| Application for Supplementary Registration
|
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