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) | |
(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 |
(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) | |
(4) | Further disclosure |
(5) | |
(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) | |
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 |