R.S.M. 1987, c. C225
The Corporations Act
Table of Contents
PART I
INTERPRETATION AND APPLICATION |
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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. | |
2 | Application of Act. | |
(2) | Inconsistent provisions. | |
(3) | Where Part applies to class of corporation. | |
3 | Exceptions. | |
(2) | Exceptions. | |
4 | Objects of existing corporations. | |
(2) | Powers of existing corporation. | |
PART II
INCORPORATION |
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5 | Incorporators. | |
(2) | Exception. | |
6 | 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 | Name of corporation. | |
(2) | Alternative name. | |
(3) | Name in any language form. | |
(4) | Publication of corporate name. | |
(5) | Other name. | |
(6) | Offence. | |
11 | 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. | |
(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. | |
(8) | Directing change of name. | |
(9) | Revocation of name. | |
13 | Certificate of amendment | |
(2) | Effect of certificate. | |
14 | 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 |
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15 | Capacity of a corporation. | |
(2) | Extra-territorial capacity. | |
16 | 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 |
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19 | 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 | Corporate records. | |
(2) | Other records. | |
(3) | Place kept. | |
(4) | Records in Manitoba. | |
(5) | Exception. | |
(6) | Rescind order. | |
(7) | Duplicate register of securities. | |
(8) | Notice of order. | |
(9) | Offence. | |
21 | 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 | Form of records. | |
(2) | Precautions. | |
(3) | Offence. | |
23 | Corporate seal. | |
PART V
CORPORATE FINANCE |
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24 | Shares. | |
(2) | Transitional. | |
(3) | Class of shares. | |
(4) | Class voting. | |
(5) | Pre-existing corporations. | |
(6) | Transitional. | |
25 | Issue of shares. | |
(2) | Shares non-assessable. | |
(3) | Consideration. | |
(4) | Consideration other than money. | |
(5) | Property. | |
26 | 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 | Shares in series. | |
(2) | Series participation. | |
(3) | Restrictions on series. | |
(4) | Amendment of articles. | |
(5) | Certificate of amendment. | |
(6) | Effect of certificate. | |
28 | Pre-emptive right. | |
(2) | Exception. | |
29 | Options and rights. | |
(2) | Transferable rights. | |
(3) | Convertible shares. | |
(4) | Convertible debt obligations. | |
30 | Corporation holding its own shares. | |
(2) | Subsidiary holding shares of a corporation. | |
31 | Exception. | |
(2) | Exception. | |
(3) | Exception. | |
(4) | Voting shares. | |
32 | Acquisition of corporation's own shares. | |
(2) | Limitation. | |
33 | Alternative acquisition of corporation's own shares. | |
(2) | Alternative acquisition of corporation's own shares. | |
(3) | Limitation. | |
34 | Redemption of shares. | |
(2) | Limitation. | |
35 | Donated shares. | |
36 | Other reduction of stated capital. | |
(2) | Contents of special resolution. | |
(3) | Limitation. | |
(4) | Recovery. | |
(5) | Limitation. | |
(6) | Remedy preserved. | |
37 | 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) | Repayment. | |
(10) | Acquisition and reissue of debt obligations. | |
38 | Enforceability of contract. | |
(2) | Burden of proof. | |
(3) | Status of contracting party. | |
39 | Commission for sale of shares. | |
40 | Dividends. | |
41 | Form of dividend. | |
(2) | Adjustment of stated capital account. | |
(3) | Dividends payable on transition. | |
42 | Prohibited loans and guarantees. | |
(2) | Permitted loans and guarantees. | |
(3) | Enforceability. | |
43 | Shareholder immunity. | |
(2) | Lien on shares. | |
(3) | Enforcement of lien. | |
(4) | Liability continues. | |
PART VI
SECURITY CERTIFICATES, REGISTERS AND TRANSFERS |
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44 | Application of Part. | |
(2) | Definitions. | |
(3) | Negotiable instruments. | |
(4) | Registered form. | |
(5) | Order form. | |
(6) | Bearer form. | |
(7) | Guarantor for issuer. | |
45 | 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) | Restrictions. | |
(9) | Limit on restriction. | |
(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 | Securities records. | |
(2) | Central and branch registers. | |
(3) | Place of register. | |
(4) | Effect of registration. | |
(5) | Branch register. | |
(6) | Central register. | |
(7) | Destruction of certificates. | |
47 | 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 | Overissue. | |
(2) | Retroactive validation. | |
(3) | Payment not a purchase or redemption. | |
49 | Burden of proof. | |
50 | Securities fungible. | |
51 | Notice of defect. | |
(2) | Purchaser for value. | |
(3) | Lack of genuineness. | |
(4) | Ineffective defences. | |
52 | Staleness as notice of defect. | |
53 | Unauthorized signature. | |
54 | Completion or alteration. | |
(2) | Enforceability. | |
55 | Warranties of agents. | |
(2) | Limitation of liability. | |
56 | Title of purchaser. | |
(2) | Title of bona fide purchaser. | |
(3) | Limited interest. | |
57 | Deemed notice of adverse claim. | |
(2) | Notice of fiduciary duty. | |
58 | Staleness as notice of adverse claim. | |
59 | Warranties to issuer. | |
(2) | Warranties to purchaser. | |
(3) | Warranties of intermediary. | |
(4) | Warranties of pledgee. | |
(5) | Warranties of broker. | |
60 | Right to compel endorsement. | |
61 | "Appropriate person" defined. | |
(2) | Determining "appropriate person". | |
(3) | Endorsement. | |
(4) | Special or blank. | |
(5) | Blank endorsement. | |
(6) | Special endorsement. | |
(7) | Right of holder. | |
(8) | Immunity of endorser. | |
(9) | Partial endorsement | |
(10) | Failure of fiduciary to comply. | |
62 | Effect of endorsement without delivery. | |
63 | Endorsement in bearer form. | |
64 | Effect of unauthorized endorsement. | |
(2) | Liability of issuer. | |
65 | Warranties of guarantor of signature. | |
(2) | Limitation of liability. | |
(3) | Warranties of guarantor of endorsement | |
(4) | Extent of liability. | |
66 | Constructive delivery of a security. | |
(2) | Constructive ownership. | |
(3) | Ownership of part of fungible bulk. | |
(4) | Notice to broker. | |
67 | Delivery of security. | |
(2) | Duty to deliver. | |
(3) | Delivery to broker. | |
68 | Right to reclaim possession. | |
(2) | Recovery if unauthorized endorsement. | |
(3) | Remedies. | |
69 | Right to requisites for registration. | |
(2) | Rescission of transfer. | |
70 | Seizure of security. | |
(2) | No conversion if good faith delivery by agent. | |
71 | Duty to register transfer. | |
(2) | Liability for delay. | |
72 | Assurance that endorsement effective. | |
(2) | "Guarantee of the signature" defined. | |
(3) | Standards. | |
(4) | "Evidence of appointment or incumbency" defined. | |
(5) | Standards. | |
(6) | No notice to issuer. | |
(7) | Notice from excess documentation. | |
73 | Limited duty of inquiry. | |
(2) | Discharge of duty. | |
(3) | Inquiry into adverse claims. | |
(4) | Duration of notice. | |
74 | Limitation of issuer's liability. | |
(2) | Duty of issuer in default. | |
75 | Notice of lost or stolen security. | |
(2) | Duty of issuer to issue a new security. | |
(3) | Duty to register transfer. | |
(4) | Right of issuer to recover. | |
76 | Agent's duties and rights. | |
(2) | Notice to agent. | |
PART VII
TRUST INDENTURES |
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77 | Definitions. | |
(2) | Application. | |
78 | Conflict of interest. | |
(2) | Eliminating conflict of interest. | |
(3) | Validity. | |
(4) | Removal of trustee. | |
79 | Qualification of trustee. | |
80 | List of security holders. | |
(2) | Duty of issuer. | |
(3) | Corporate applicant. | |
(4) | Contents of statutory declaration. | |
(5) | Use of list | |
(6) | Offence. | |
81 | Evidence of compliance. | |
(2) | Duty of issuer or guarantor. | |
82 | Contents of declarations. | |
83 | Further evidence of compliance. | |
84 | 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 |
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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 | 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 |
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97 | Power to manage. | |
(2) | Number of directors. | |
98 | By-laws. | |
(2) | Shareholder approval. | |
(3) | Effective date. | |
(4) | Effective date. | |
(5) | Shareholder proposal. | |
99 | Organization meeting. | |
(2) | Exception. | |
(3) | Calling meeting. | |
100 | Qualifications of directors. | |
(2) | Further qualifications. | |
(3) | Residency. | |
(4) | Exception for holding corporation. | |
101 | 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 | Ceasing to hold office. | |
(2) | Effective date of resignation. | |
104 | Removal of directors. | |
(2) | Exception. | |
(3) | Vacancy. | |
105 | Attendance at meetings. | |
(2) | Statement of director. | |
(3) | Circulating statement. | |
(4) | Immunity. | |
106 | Filling vacancy. | |
(2) | Calling meeting. | |
(3) | Class director. | |
(4) | Shareholders filling vacancy. | |
(5) | Unexpired term. | |
107 | Number of directors. | |
108 | Notice of change of directors. | |
(2) | Application to court. | |
109 | Meeting of directors. | |
(2) | Quorum. | |
(3) | Resident majority. | |
(4) | Transaction of business. | |
(5) | Notice of meeting. | |
(6) | Waiver of notice. | |
(7) | Adjournment. | |
(8) | One director meeting. | |
(9) | Participation by telephone. | |
110 | Delegation. | |
(2) | Resident majority. | |
(3) | Limits on authority. | |
111 | Validity of acts of directors and officers. | |
112 | Resolution in lieu of meeting. | |
(2) | Filing resolution. | |
113 | Liability of directors. | |
(2) | Further liability of directors. | |
(3) | Contribution. | |
(4) | Recovery. | |
(5) | Order of court. | |
(6) | No liability. | |
(7) | Limitation. | |
114 | Liability of directors for wages. | |
(2) | Conditions precedent to liability. | |
(3) | Limitation. | |
(4) | Amount due after execution. | |
(5) | Subrogation of director. | |
(6) | Contribution. | |
115 | 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 | Duty of care of directors and officers. | |
(2) | Duty to comply. | |
(3) | No exculpation. | |
(4) | Interpretation. | |
118 | Dissent. | |
(2) | Loss of right to dissent. | |
(3) | Dissent of absent director. | |
(4) | Reliance on statements. | |
119 | 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 |
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121 | Annual return. | |
(2) | Who shall sign. | |
122 | Special return. | |
(2) | Contents of special return. | |
123 | Ownership of shares. | |
124 | Offence. | |
(2) | Relief by court. | |
125 | "Insider" defined. | |
(2) | Further interpretation. | |
(3) | Deemed insiders. | |
(4) | "Business combination" defined. | |
(5) | Civil liability. | |
(6) | Limitation. | |
PART XI
SHAREHOLDERS |
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126 | Place of meetings. | |
(2) | Meetings outside Manitoba. | |
(3) | Meetings outside Manitoba. | |
127 | Calling meetings. | |
128 | Fixing record date. | |
(2) | Notice of meeting. | |
(3) | No record date fixed. | |
(4) | Where record date fixed. | |
129 | Notice of meeting. | |
(2) | Exception. | |
(3) | Adjournment. | |
(4) | Notice of adjourned meeting. | |
(5) | Business. | |
(6) | Notice of business. | |
130 | Waiver of notice. | |
131 | 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 | Shareholder list. | |
(2) | Effect of list. | |
(3) | Effect of list | |
(4) | Examination of list. | |
133 | Quorum. | |
(2) | Opening quorum sufficient. | |
(3) | Adjournment. | |
(4) | One shareholder meeting. | |
134 | Representative. | |
(2) | Powers of representative. | |
(3) | Joint shareholders. | |
135 | Voting. | |
(2) | Ballot. | |
136 | Resolution in lieu of meeting. | |
(2) | Filing resolution. | |
137 | Requisition of meeting. | |
(2) | Form. | |
(3) | Directors calling meeting. | |
(4) | Shareholder calling meeting. | |
(5) | Procedure. | |
(6) | Reimbursement. | |
138 | Meeting called by court. | |
(2) | Varying quorum. | |
(3) | Valid meeting. | |
139 | Court review of election. | |
(2) | Powers of court. | |
140 | 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 |
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141 | Definitions. | |
142 | Appointing proxyholder. | |
(2) | Execution of proxy. | |
(3) | Validity of proxy. | |
(4) | Revocation of proxy. | |
(5) | Deposit of proxies. | |
143 | Mandatory solicitation. | |
(2) | Exception. | |
(3) | Offence of corporation. | |
(4) | Offence of director or officer. | |
144 | Soliciting proxies. | |
(2) | Copy to commission. | |
(3) | Offence. | |
(4) | Offence of director or officer. | |
145 | Exemption order. | |
146 | Attendance at meeting. | |
(2) | Right of a proxy holder. | |
(3) | Voting by proxyholders. | |
(4) | Offence. | |
147 | 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 | Restraining order. | |
(2) | Notice to commission. | |
PART XIII
FINANCIAL DISCLOSURE |
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149 | Annual financial statements. | |
(2) | Exception. | |
(3) | Interim financial statement. | |
150 | Exemption by commission. | |
(2) | Prohibited exemption. | |
151 | Consolidated statements. | |
(2) | Examination. | |
(3) | Barring examination. | |
(4) | Notice to Director. | |
152 | Approval of financial statements. | |
(2) | Condition precedent. | |
153 | Copies to shareholders. | |
(2) | Copies supplied on demand. | |
(3) | Offence. | |
154 | Copies to Director. | |
(2) | Affiliates. | |
(3) | Exemption. | |
(4) | Further disclosure. | |
(5) | Subsidiary corporation exemption. | |
(6) | Filing with commission. | |
(7) | Offence. | |
155 | 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 | Appointment of auditor. | |
(2) | Eligibility. | |
(3) | Incumbent auditor. | |
(4) | Remuneration. | |
157 | Dispensing with auditor. | |
(2) | Limitation. | |
(3) | Unanimous consent. | |
158 | Ceasing to hold office. | |
(2) | Effective date of resignation. | |
159 | Removal of auditor. | |
(2) | Vacancy. | |
160 | Filling vacancy. | |
(2) | Calling meeting. | |
(3) | Shareholders filling vacancy. | |
(4) | Unexpired term. | |
161 | Court appointed auditor. | |
(2) | Exception. | |
162 | 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 | Examination. | |
(2) | Reliance on other auditor. | |
(3) | Reasonableness. | |
(4) | Application. | |
164 | Right to information. | |
(2) | Information from subsidiary. | |
165 | 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 |
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167 | 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 | Constraints on share transfers. | |
(2) | Removal of constraint. | |
(3) | Termination. | |
(4) | Regulations. | |
(5) | Validity of acts. | |
169 | Proposal to amend. | |
(2) | Notice of amendment. | |
170 | Class vote. | |
(2) | Limitation. | |
(3) | Right to vote. | |
(4) | Separate resolutions. | |
171 | Delivery of articles. | |
(2) | Reduction of stated capital. | |
172 | Certificate of amendment. | |
173 | Effect of certificate. | |
(2) | Rights preserved. | |
174 | Restated articles. | |
(2) | Delivery of articles. | |
(3) | Restated certificate. | |
(4) | Effect of certificate. | |
175 | Amalgamation. | |
(2) | Special Act corporations excepted. | |
176 | Amalgamation agreement. | |
(2) | Cancellation. | |
177 | Shareholder approval. | |
(2) | Notice of meeting. | |
(3) | Right to vote. | |
(4) | Class vote. | |
(5) | Shareholder approval. | |
(6) | Termination. | |
178 | Vertical short-form amalgamation. | |
(2) | Horizontal short-form amalgamation. | |
179 | Sending of articles. | |
(2) | Attached declarations. | |
(3) | Adequate notice. | |
(4) | Certificate of amalgamation. | |
180 | Effect of certificate. | |
181 | 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 | 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 | 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 | 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 | 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 | Attorney required. | |
(2) | Invalidity of power of attorney. | |
(3) | Failure to comply with subsec. (1) or (2). | |
(4) | Consent as attorney. | |
(5) | Service of process. | |
(6) | Binds body corporate. | |
PART XVI
REGISTRATION OF BODIES CORPORATE |
||
187 | Application. | |
(2) | Carrying on business. | |
(3) | Registration of corporations. | |
(4) | Compliance. | |
(5) | Penalty. | |
188 | Preliminary matters. | |
189 | Transitional. | |
(2) | Restriction on capital employed abrogated. | |
(3) | Continuing restriction. | |
(4) | Amending restriction. | |
(5) | Refusal to amend. | |
(6) | Supplementary certificate. | |
(7) | Notice. | |
190 | Application for registration. | |
(2) | Approval of Registrar of Cooperatives. | |
(3) | Compliance. | |
(4) | Issuance of certificate. | |
191 | 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 | Filing documents. | |
(2) | Supplementary certificate. | |
(3) | Registration of former Man. corp. | |
(4) | Supplementary certificate. | |
(5) | Exception. | |
193 | Restriction on certificate. | |
(2) | Refusal to register. | |
(3) | Notice of refusal or restriction. | |
194 | 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 | Actions. | |
(2) | Proof of registration. | |
(3) | Registration authorizes all previous acts. | |
198 | Real property. | |
(2) | Execution of instrument affecting land. | |
199 | Investigation. | |
PART XVII
LIQUIDATION, DISSOLUTION AND REVIVAL |
||
200 | Revival by the Director. | |
201 | Revival by court. | |
202 | Certificate of revival. | |
(2) | Rights preserved. | |
203 | Dissolution before commencing business. | |
(2) | Dissolution if no property. | |
(3) | Dissolution where property disposed of. | |
(4) | Articles of dissolution. | |
(5) | Certificate of dissolution. | |
(6) | Effect of certificate. | |
204 | Proposing liquidation and dissolution. | |
(2) | Notice of meeting. | |
(3) | Shareholders resolution. | |
(4) | Statement of intent to dissolve. | |
(5) | Certificate of intent to dissolve. | |
(6) | Effect of certificate. | |
(7) | Liquidation. | |
(8) | Supervision by court. | |
(9) | Notice to Director. | |
(10) | Revocation. | |
(11) | Certificate of revocation of intent to dissolve. | |
(12) | Effect of certificate. | |
(13) | Right to dissolve. | |
(14) | Articles of dissolution. | |
(15) | Certificate of dissolution. | |
(16) | Effect of certificate. | |
205 | Dissolution by Director. | |
(2) | Publication. | |
(3) | Length of Notice. | |
(4) | Corporation not in operation. | |
(5) | Certificate of dissolution. | |
(6) | Effect of certificate. | |
206 | Grounds for dissolution. | |
(2) | Notice to Director. | |
(3) | Dissolution order. | |
(4) | Certificate. | |
(5) | Effect of certificate. | |
207 | Further grounds. | |
(2) | Alternative order. | |
(3) | Application of section 235. | |
208 | Application for supervision. | |
(2) | Court supervision. | |
209 | Application to court. | |
(2) | Show cause order. | |
(3) | Powers of court | |
(4) | Publication. | |
(5) | Person responsible. | |
210 | Powers of court. | |
211 | Effect of order. | |
212 | Cessation of business and powers. | |
(2) | Delegation by liquidator. | |
213 | Appointment of liquidator. | |
(2) | Vacancy. | |
214 | Duties of liquidator. | |
215 | Powers of liquidator. | |
(2) | Reliance on statements. | |
(3) | Application for examination. | |
(4) | Power of court. | |
216 | Costs of liquidation. | |
(2) | Final account. | |
(3) | Shareholder application. | |
(4) | Publication. | |
(5) | Final order. | |
(6) | Delivery of order. | |
(7) | Certificate of dissolution. | |
(8) | Effect of certificate. | |
217 | Right to distribution in money. | |
(2) | Powers of court. | |
218 | Custody of records. | |
(2) | Offence. | |
219 | "Shareholder" defined. | |
(2) | Continuation of actions. | |
(3) | Service. | |
(4) | Reimbursement | |
(5) | Representative action. | |
220 | Unknown claimants. | |
(2) | Constructive satisfaction. | |
(3) | Recovery. | |
221 | Vesting in Crown. | |
(2) | Return of property on revival. | |
(3) | Registration. | |
PART XVIII
INVESTIGATION |
||
222 | Investigation. | |
(2) | Grounds. | |
(3) | Notice to Attorney-General. | |
(4) | No security for costs. | |
(5) | Ex parte application. | |
(6) | No publication. | |
223 | Powers of court. | |
(2) | Copy of report | |
224 | Powers of inspector. | |
(2) | Exchange of information. | |
(3) | Court order. | |
225 | Hearing in camera. | |
(2) | Right to counsel. | |
226 | Criminating statements. | |
227 | Absolute privilege (defamation). | |
228 | Information respecting ownership and control. | |
(2) | Constructive interest in securities. | |
(3) | Offence. | |
(4) | Liability of directors, etc. | |
229 | Solicitor-client privilege. | |
230 | Inquiries. | |
PART XIX
REMEDIES, OFFENCES AND PENALTIES |
||
231 | Definitions. | |
232 | Commencing derivative action. | |
(2) | Conditions precedent. | |
233 | Powers of court. | |
234 | Application to court re oppression. | |
(2) | Grounds. | |
(3) | Powers of court. | |
(4) | Duty of directors. | |
(5) | Exclusion. | |
(6) | Limitation. | |
(7) | Alternative order. | |
235 | Evidence of shareholder approval not decisive. | |
(2) | Court approval to discontinue. | |
(3) | No security for costs. | |
(4) | Interim costs. | |
236 | Application to court to rectify records. | |
(2) | Notice to Director. | |
(3) | Powers of court. | |
237 | Application for directions. | |
238 | Notice of refusal by Director. | |
(2) | Deemed refusal. | |
239 | Appeal from Director's decision. | |
240 | Restraining or compliance order. | |
241 | Summary application to court. | |
242 | Offences with respect to reports. | |
(2) | Liability of directors, etc. | |
(3) | Immunity. | |
243 | Offence. | |
244 | Order to comply. | |
245 | Time limited for proceedings. | |
(2) | Civil remedy not affected. | |
PART XX
GENERAL |
||
246 | Notice to directors and shareholders. | |
(2) | Effect of notice. | |
(3) | Deemed receipt. | |
(4) | Undelivered notices. | |
247 | Notice to and service upon a corporation. | |
248 | Waiver of notice. | |
249 | Certificate of Director. | |
(2) | Evidence. | |
250 | Certificate of corporation. | |
(2) | Proof. | |
(3) | Security certificate. | |
251 | Copies. | |
252 | Proof required by Director. | |
(2) | Form of proof. | |
(3) | Authentication of document | |
253 | Appointment of Director. | |
254 | Regulations. | |
(2) | Forms. | |
(3) | Fees not fixed in regulations. | |
(1) | "Statement" defined. | |
(2) | Execution and filing. | |
(3) | Date of certificate. | |
(4) | Date of certificate of discontinuance. | |
(5) | Endorsement of certificate. | |
(6) | Mechanically reproduced signature. | |
(7) | French language. | |
256 | Certificate of search or compliance. | |
257 | Alteration. | |
258 | Corrections. | |
(2) | Date of corrected certificate. | |
(3) | Notice. | |
259 | Inspection. | |
(2) | Copies. | |
260 | Records of Director. | |
(2) | Obligation to furnish. | |
(3) | No requirement to produce original. | |
261 | Changes in letters patent | |
(2) | References to former Act. | |
PART XXI
COMMUNITY DEVELOPMENT CORPORATIONS |
||
262 | Application. | |
(2) | Consent of minister required. | |
(3) | Additional requirements in articles. | |
263 | One corporation in any area. | |
264 | Limitation on the distribution of protits or assets. | |
PART XXII
CORPORATIONS WITHOUT SHARE CAPITAL |
||
265 | Application. | |
266 | Interpretation. | |
267 | Consent of minister required. | |
(2) | Other consents required. | |
268 | Additional requirements in articles. | |
269 | Three directors required. | |
(2) | Directors ex officio. | |
270 | Use of word "Incorporated". | |
(2) | Application of sec. | |
271 | Number of members. | |
(2) | Classes of membership. | |
272 | Admission to membership. | |
273 | Voting powers of members. | |
(2) | Voting powers of members. | |
274 | Memberships not transferable. | |
(2) | Exception. | |
275 | By-laws. | |
276 | By-laws re groups and delegates. | |
(2) | Delegates. | |
(3) | Confirmation. | |
(4) | Voting. | |
(5) | Saving. | |
277 | Disposition of property on dissolution. | |
(2) | No provision in articles for distribution. | |
(3) | Consent of Lieutenant Governor in Council required. | |
(4) | Compliance. | |
(5) | Amendment prohibited. | |
PART XXIII
INSURANCE CORPORATIONS |
||
278 | Interpretation. | |
(2) | "Superintendent of Insurance" defined. | |
279 | Application. | |
280 | Approval of Superintendent of Insurance. | |
(2) | Exception. | |
281 | By-laws to be filed with Superintendent of Insurance. | |
282 | Restrictions on incorporation, etc. | |
(2) | Contingency levy. | |
(3) | Exception. | |
283 | Revocation of charter. | |
284 | Application. | |
285 | Incorporation. | |
(2) | Contents of articles. | |
286 | Applicants to give notice. | |
287 | Capital. | |
(2) | Capital. | |
(3) | Money on shares paid to bank or trust company. | |
(4) | Money to be returned. | |
(5) | Promotion expenses. | |
288 | Application. | |
(2) | Incorporation. | |
289 | Name. | |
290 | Subscription book. | |
291 | Calling meeting of subscribers. | |
(2) | Notice. | |
292 | Election of board of directors, etc. | |
293 | Documents filed with application. | |
(2) | Originals. | |
294 | Members. | |
(2) | Liability of member. | |
(3) | Withdrawal of member. | |
295 | Cash premium. | |
296 | Voting. | |
(2) | One vote restriction. | |
(3) | Member in arrears. | |
297 | Vote where two or more persons. | |
298 | Vote of trustee member. | |
299 | Quorum. | |
300 | Persons eligible as directors. | |
301 | Member corporation. | |
(2) | Partnership. | |
302 | Treasurer. | |
303 | Meeting of directors. | |
304 | Establishment of branches. | |
305 | Rates. | |
306 | Liability of branch members. | |
307 | Expenses divided. | |
308 | Application. | |
309 | Incorporation. | |
310 | Investments. | |
311 | Limit benefits. | |
312 | Borrowing power. | |
313 | Treasurer. | |
314 | Disputes. | |
PART XXIV
TRUST AND LOAN CORPORATIONS |
||
315 | Definitions. | |
316 | Application. | |
(2) | Limitations on loan operations. | |
317 | Deposit insurance required. | |
(2) | Insurance required for licensing, etc. | |
(3) | Restricted registration. | |
(4) | Capital requirements on insurance. | |
318 | Purchases of business by corporation. | |
(2) | Sale of business and property. | |
(3) | Approval of shareholders. | |
(4) | Approval by Director. | |
(5) | Consideration for sale. | |
319 | Amalgamation. | |
(2) | Incorporating Acts lapse. | |
320 | Minister's approval required. | |
(2) | Contents of articles. | |
(3) | Contents of articles. | |
321 | Capital requirements. | |
(2) | No redeemable cumulative shares. | |
(3) | Application of subsec. 10(1). | |
(4) | Minimum number of directors. | |
(5) | Qualification of directors. | |
(6) | Resident Canadian directors. | |
322 | Trust corporation powers. | |
(2) | Deposits. | |
(3) | Deposits deemed trust moneys and guaranteed. | |
(4) | Record of Deposits | |
(5) | Investment certificates. | |
(6) | Nature of guarantee. | |
(8) | Combined trust accounts. | |
323 | Security not necessary if approved by L. G. in C. | |
(2) | Appointment of corporation by court. | |
(3) | Revocation of authority. | |
324 | Account of administration. | |
325 | Trust funds separate. | |
326 | Additional trust corporation powers. | |
327 | Loan corporation powers. | |
328 | Reasonableness of investment or loan. | |
(2) | Authorized investments. | |
(3) | Designated bank or lender. | |
(4) | Loan corporation investments under National Housing Act. | |
(5) | Trust Corporation investments under National Housing Act. | |
(6) | Power to invest in shares of certain corporations. | |
329 | Trust corporation - other investments (basket clause). | |
(2) | Loan corporations. | |
(3) | Personal property security. | |
330 | Restrictions on amount of investments. | |
(2) | Regulations. | |
331 | Limitation on real estate for business. | |
332 | Security on trust corporation shares. | |
333 | Security on loan corporation's shares. | |
334 | Market value on loans. | |
335 | Trust corporation investment limitations. | |
(2) | Trust corporation real estate income. | |
DIVISION VI BORROWING POWERS AND STATUTORY LIMITS | ||
336 | Specific borrowing. | |
(2) | Loan corporation securities. | |
(3) | Restriction. | |
(4) | Rules for issue of subordinated notes. | |
(5) | Features of subordinated notes. | |
(6) | References to subordinated notes. | |
(7) | Limitation on amount borrowed. | |
(8) | Increasing limit. | |
(9) | Director's powers. | |
(10) | Limit exceeding 20 times. | |
(11) | Limit exceeding 20 times. | |
(12) | Trust corporation limit exceeded. | |
(13) | Loan corporation limit exceeded. | |
337 | Regulations. | |
338 | Canada Deposit Insurance Corporation Act. | |
339 | Reserves for deposits. | |
(2) | Composition of reserves. | |
(3) | Quarterly reports. | |
340 | Prohibited investments. | |
(2) | Disposition. | |
(3) | Interpretation. | |
(4) | Definitions. | |
(5) | "Downstream" investment. | |
(6) | Exception. | |
(7) | Order of exemption. | |
(8) | Conditions of exemption. | |
341 | Reduction of assets on violation of section 340. | |
342 | Corporation acting as trustee or agent. | |
(2) | Corporation may accept deposits. | |
343 | Report of transfer of shares. | |
(2) | Aggregate transfers. | |
(3) | Report of allotment and issue. | |
344 | Definitions. | |
(2) | Associated shareholders. | |
(3) | Shares held jointly. | |
345 | Limit on shares held by non-residents. | |
(2) | Exception. | |
(3) | Allotment to non-resident. | |
(4) | Penalty. | |
346 | Voting by non-residents. | |
(2) | Voting rights of nominees suspended. | |
(3) | Change of status while entered. | |
(4) | Voting rights where associated shareholders. | |
(5) | Penalty. | |
(6) | Effect of contravention. | |
347 | By-laws and resolutions. | |
(2) | Where declaration required. | |
(3) | Penalty. | |
348 | Liability of directors. | |
349 | Examination and report by superintendent. | |
(2) | Inspection of books. | |
(3) | Semi-annual report changes. | |
(4) | Examination under oath. | |
(5) | Annual report. | |
350 | Power of superintendent to freeze assets. | |
351 | Action on violations. | |
(2) | Action of Director after hearing. | |
(3) | Direction to superintendent to take control. | |
(4) | Special report. | |
352 | Effect of superintendent's control. | |
(2) | Application to court. | |
(3) | Order of the court. | |
353 | Appointment of committee. | |
(2) | Hearing. | |
354 | Revesting control in corporation. | |
(2) | Application for order to liquidate. | |
(3) | Payment of expenses. | |
(4) | Expenses on liquidation. | |
(5) | Sales prior to liquidation. | |
355 | Annual report of superintendent. | |
356 | Requirements respecting unauthorized investments. | |
357 | Appeal from ruling of superintendent. | |
(2) | Certificate of ruling for appeal. | |
358 | Appraisal of real estate. | |
(2) | Appraisal of security for loan or mortgage. | |
(3) | Auditor's report. | |
(4) | Valuation of assets. | |
359 | Ascertaining expenditure during preceding year. | |
(2) | Income received by corporations. | |
(3) | Basis of assessments against corporations. | |
(4) | Assessment a debt payable to government. | |
360 | Appointment of superintendent. | |
(2) | Agreement with Canada re superintendent. | |
(3) | Provision as to remuneration. | |
(4) | Regulations respecting agreement. | |
361 | Licence required. | |
(2) | Conditions for granting. | |
(3) | Form. | |
(4) | Duration and renewal. | |
(5) | Right of appeal. | |
(6) | Application to court. | |
(7) | Issuing of licence. | |
(8) | Rights cease. | |
(9) | Corporation under former Act. | |
362 | Commencement |