Skip to main content
The Corporations Act

C.C.S.M. c. C225

The Corporations Act

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(6) Repealed
(7) Duplicate register of securities
(8) Repealed
(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 Repealed
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) Repealed
(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 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 Manitoba corporation
(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