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An Act to amend The Corporations Act

R.S.M. 1987 Supp., c. 10

An Act to amend The Corporations Act

Clause 3(1)(a) rep. and sub.

1

Clause 3(1)(a) of The Corporations Act, Chapter C225 of the Re-enacted Statutes of Manitoba, 1987, is repealed and the following clause substituted therefor:

(a) this Act does not apply to a body corporate that is a bank incorporated under an Act of Parliament; and.

Clause 6(1)(d) rep. and sub.

2

Clause 6(1)(d) of the Act is repealed and the following subsection substituted therefor:

(d) if the issue, transfer or ownership of shares of the corporation is to be restricted, a statement to that effect, and a statement as to the nature of such restrictions;.

Subsection 15(3) added.

3

Section 15 of the Act is amended by adding immediately after subsection (2) the following subsection:

Professional practice by corporation.

15(3)

Where the practice of a profession is governed by an Act, a corporation may practise the profession only if the Act expressly permits the practice of the profession by a corporation and subject to the provisions of such Act.

Subsec. 26(3) rep. and sub.

4

Subsection 26(3) of the Act is repealed and the following subsection substituted therefor:

Exception for non-arm's length transactions.

26(3)

Notwithstanding subsections 25(3) and 26(2), where a corporation issues shares

(a) in exchange for

(i) property of a person who immediately before the exchange does not deal with the corporation at arm's length within the meaning of that term in the Income Tax Act, or

(ii) shares of a body corporate that immediately before the exchange or that, because of the exchange, does not deal with the corporation at arm's length within the meaning of that term in the Income Tax Act, or

(b) pursuant to an agreement referred to in subsection 176(1) or an arrangement referred to in clause (b) of the definition "arrangement" in subsection 185(1) shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated body corporate, the corporation may, subject to subsection (4), add to the stated capital accounts maintained for the shares of the classes or series issued the whole or any part of the amount of the consideration it received in the exchange.

Subsec. 37(1) rep. and sub.

5

Subsection 37(1) of the Act is repealed and the following subsection substituted therefor:

Adjustment of stated capital account.

37(1)

Upon a purchase, redemption or other acquisition by a corporation under section 32, 33, 34, 43 or 184 or clause 234(3)(f), of shares or fractions thereof issued by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares of which the shares purchased, redeemed or otherwise acquired form a part an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions thereof purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition.

Subsec. 37(4) rep. and sub.

6

Subsection 37(4) of the Act is repealed and the following subsection substituted therefor:

Adjustment of stated capital account.

37(4)

Upon a conversion of issued shares of a corporation into shares of another class or series or a change under section 167, 185 or 234 of issued shares of a corporation into shares of another class or series, the corporation shall

(a) deduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, divided by the number of issued shares of that class or series immediately before the conversion or change; and

(b) add the result obtained under clause (a) and any additional consideration pursuant to the conversion or change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed.

Subsec. 37(6) rep. and sub.

7

Subsection 37(6) of the Act is repealed and the following subsection substituted therefor:

Cancellation or restoration of shares.

37(6)

Shares or fractions thereof of any class or series of shares issued by a corporation and purchased, redeemed or otherwise acquired by it shall be cancelled or, if the articles limit the number of authorized shares, may be restored to the status of authorized but unissued shares of the class.

Subsec. 37(8) rep. and sub.

8

Subsection 37(8) of the Act is repealed and the following subsection substituted therefor:

Conversion or change of shares.

37(8)

Shares issued by a corporation and converted into shares of another class or series or changed under section 167, 185 or 234 into shares of another class or series shall become issued shares of the class or series of shares into which the shares have been converted or changed.

Subsec. 37(9) added.

9

Subsections 37(9) and 37(10) of the Act are renumbered as 37(10) and 37(11) respectively, and the following subsection is added immediately after subsection (8):

Effect of change of shares on number of unissued shares.

37(9)

Where the articles limit the number of authorized shares of a class of shares of a corporation and issued shares of that class or of a series of shares of that class have become, pursuant to subsection (8), issued shares of another class or series, the number of unissued shares of the first-mentioned class shall, unless the articles otherwise provide, be increased by the number of shares that, pursuant to subsection (8), became shares of another class or series.

Clause 167(1)(1) rep. and sub.

10

Clause 167(1)(1) of the Act is repealed and the following substituted therefor:

(l) add, change or remove restrictions on the issue, transfer of ownership of shares; or.

Subsec. 174(1) rep. and sub.

11

Subsection 174(1) of the Act is repealed and the following subsection substituted therefor:

Restated articles.

174(1)

The directors may at any time, and shall when reasonably so directed by the Director, restate the articles of the corporation.

Subsec. 174(4) rep. and sub.

12

Subsection 174(4) of the Act is repealed and the following subsection substituted therefor:

Effect of certificate.

174(4)

Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and any amendments thereto.

Sec. 174.1 added.

13

The Act is further amended by adding immediately after section 174 the following section:

Reissue of articles in English or in French.

174.1(1)

Where articles have been filed in English or French under this Act, or any Act for which this Act has been substituted, and the corporation desires to obtain its articles in the other of those languages, the corporation may request the issuance of the articles in that other language by providing the Director with

(a) a translation in that other language of the articles verified in a manner satisfactory to the Director; and

(b) such other documents or information as the Director may require.

Authorization.

174.1(2)

The issuance of the articles under subsection (1) may be authorized by a resolution of the directors or by ordinary resolution of the shareholders.

Translation.

174.1(3)

The translation of the articles shall correctly set out, without substantive change, the provisions of the original articles.

Director to issue.

174.1(4)

Upon receipt of the documents referred to in subsection (1), the Director shall issue the articles in the language requested.

Deemed date.

174.1(5)

Articles issued under this section

(a) are deemed to have been issued on the day the original articles were issued, and

(b) have equal force with the original articles.

No effect on obligations.

174.1(6)

The issuance of articles under this section does not affect the rights or obligations of the corporation.

Change of name.

174.1(7)

If, in the articles issued under this section, the name of the corporation differs from the name obtained by it in the original articles, the Director shall give notice of the change in the Manitoba Gazette.

Subsec. 222(1) rep. and sub.

14

Subsection 222(1) of the Act is repealed and the following substituted therefor:

Investigation.

222(1)

A security holder or the Director may apply to the court, ex parte or upon such notice as the court may require, for an order directing an investigation to be made of a corporation or any of its affiliated corporations.

Subsec. 222(3) rep. and sub.

15

Subsection 222(3) of the Act is repealed and the following substituted therefor:

Notice to Director.

222(3)

A security holder who makes an application under subsection (1) shall give the Director reasonable notice thereof and the Director is entitled to appear and be heard in person or by counsel.

Clause 223(1)(j) rep. and sub.

16

Clause 223(1)(j) of the Act is repealed and the following substituted therefor:

(j) an order determining whether a report of an inspector should be published and, if so, ordering the Director to publish the report in whole or in part or to send copies to any person the court designates;

Subsec. 223(2) rep. and sub.

17

Subsection 223(2) of the Act is repealed and the following substituted therefor:

Copy of report.

223(2)

An inspector shall send to the Director a copy of every report made by the inspector under this Part.

Subsec. 228(1) rep. and sub.

18

Subsection 228(1) of the Act is repealed and the following substituted therefor:

Information respecting ownership and control.

228(1)

If the Director is satisfied that, for the purposes of Part X or XII, or for the purposes of enforcing any regulation made under section 168, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that he reasonably believes has or has had an interest in the security or acts or has acted on behalf of a person with that interest, to report to him or to any person he designates

(a) information that the person has or can reasonably be expected to obtain as to present and past interests in the security; and

(b) the names and addresses of the persons so interested and of any person who acts or has acted in relation to the security on behalf of the persons so interested.

Sec. 230 rep. and sub.

19

Section 230 of the Act is repealed and the following substituted therefor:

Inquiries.

230

The Director may make inquiries of any person relating to compliance with this Act.

Subsec. 255(8) added.

20

Section 255 of the Act is amended by adding immediately after subsection (7) the following subsection:

Prior approval deemed to be given.

255(8)

Any prior approval of the minister required for the filing or issuance of certain articles under this Act shall be deemed to have been given upon the endorsement of the certificate in accordance with this section.

Proclamation.

21

Section 13 comes into force on a day fixed by proclamation.