Where the Director does not receive a notice pursuant to subsection (4) within the time required by that subsection, he shall cancel the notation, and thereupon it is deemed for the purposes of subsection 12(4) that the Director has not received notice of the name under this section. (b) furnish the information and explanations obtained under clause (a) to the auditor. If an infant exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance is effective against the corporation. (a) the property of the body corporate continues to be the property of the corporation; (b) the corporation continues to be liable for the obligations of the body corporate; (c) an existing cause of action, claim or liability to prosecution is unaffected; (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the corporation; (e) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation. Subject to clause 102(g), the shareholders of a corporation may by ordinary resolution at a special meeting remove any director or directors from office. Directors of a corporation may appoint from their number a managing director who is a resident of Canada or a committee of directors and delegate to such managing director or committee any of the powers of the directors. (i) the shares of each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect thereof, (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of incorporation of the amalgamating holding corporation, and. The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director, (a) forthwith after he becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of directors; or, (b) if the officer becomes interested after a contract is made, forthwith after he becomes so interested; or. An issue or a transfer of a share or an act of a corporation is valid notwithstanding any failure to comply with this section or the regulations. (c) the deponent's acknowledgment that any information obtained under subsection (2) will not be used except in accordance with subsection (5). (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill his office as director, whether because of his resignation or removal or because his term of office has expired or is about to expire. A corporation continued as a body corporate under the laws of another jurisdiction that has not ceased to carry on business in Manitoba shall comply with the provisions of subsection 192(3). A proxy shall be executed by the shareholder or by his attorney authorized in writing. S.M. (iii) the cancellation or reinstatement of a registration, (iv) changes to their name, articles, registered office, directors or attorney for service, and. 1991-92, c. 41, s. 4; S.M. (b) the articles of the corporation otherwise provide. 1989-90, c. 90, s. 5. All condominium corporations and their boards, unit owners, … If a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if he were a director or an officer at the date of its issue. Subject to subsection 177(6), after an amalgamation has been adopted under section 177 or approved under section 178, the amalgamating corporations shall send the Director articles of amalgamation that comply with section 6 and are in the form the Director requires. A corporation that solicits proxies shall set out the proposal in the management proxy circular required by section 144 or attach the proposal thereto. A corporation shall prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder, (a) if a record date is fixed under subsection 128(2), not later than 10 days after that date; or, (i) at the close of business on the day immediately preceding the day on which the notice is given, or. In connection with an application under subsection (4) a court may, if it is satisfied that it is equitable to do so. An action to enforce a liability imposed by this section may not be commenced after two years from the date of the action complained of. If a receiver-manager is appointed, by a court or under an instrument, the powers of the directors of the corporation that the receiver-manager is authorized to exercise may not be exercised by the directors until the receiver-manager is discharged. A person who without reasonable cause contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. For the purposes of this section, a corporation is insolvent, (a) where it is unable to pay its liabilities as they become due; or. Assented to 2009-06-23. Assented to 2009-06-23. The register must contain. A receiver of a corporation may, if he is also appointed receiver-manager of the corporation, carry on any business of the corporation to protect the security interest of those on behalf of whom he is appointed. (a) a notice in writing is sent to each known creditor having a claim against the corporation that exceeds $1,000. 2006, c. 10, s. 29. 2017, c. 34, s. 17. The Director may refuse to register an extra-provincial body corporate, or may restrict the terms of the certificate of registration or supplementary certificate of registration, as the case may be, of a body corporate; and, where the terms of the certificate of registration or supplementary certificate of registration of a body corporate are so restricted, the body corporate shall not carry on its business or undertaking except subject to the restrictions. 2010, c. 33, s. 9. (b) the text of any special resolution to be submitted to the meeting. Upon receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 255. and demands not later than 10 days before the meeting or such shorter period before the meeting as the by-laws of the corporation may provide that his name be included in the list before the meeting; A shareholder may examine the list of shareholders, (a) during usual business hours at the registered office of the corporation or at the place where its central securities register is maintained; and. Where a corporation is guilty of an offence under subsection (3), then, whether or not the corporation has been prosecuted or convicted, any director or officer of the corporation who knowingly authorizes, permits or acquiesces in the failure is also guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. shall, not less than 21 days before each annual meeting of shareholders or forthwith after the signing of a resolution under clause 136(1)(b) in lieu of the annual meeting, and in any event not later than 15 months after the last date when the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed, send a copy of the documents referred to in subsection 149(1) to the Director. Subject to sections 170 and 171, a corporation any of the issued shares of which are or were part of a distribution to the public may by special resolution amend its articles in accordance with the regulations to constrain the issue or transfer of its shares, (a) to persons who are not residents of Canada; or, (b) to enable the corporation or any of its affiliates to qualify under any law of Canada or of any province of Canada. The Director may, upon the request in writing of any person, and upon payment of the prescribed fee, reserve a corporate name for the use and benefit of the person or his nominee for a period of 90 days. A corporation shall not reduce its stated capital for any purpose other than the purpose mentioned in clause (1)(c) if there are reasonable grounds for believing that, (a) the corporation is, or would after the reduction be unable to pay its liabilities as they become due; or. This way is perhaps the best for individuals who expect to run a complex business or involving diverse interests and organizations. A corporation is not required to inquire into the existence of, or see to the performance or observance of any duty owed to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by this section, as the owner or registered holder thereof. (ii) in case of a transfer to any other person, endorsed in accordance with section 29 of The Securities Transfer Act. Shares of a corporation shall be in registered form and shall be without par value. In this section, "business or association" means an individual, an association or a partnership carrying on business. "form of proxy" means a written or printed form that, upon completion and execution by or on behalf of a shareholder, becomes a proxy; (« formulaire de procuration »), "proxy" means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on his behalf at a meeting of shareholders; (« procuration »), "registrant" means a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction; (« courtier attitré »). Acquisition and reissue of debt obligations. Subsection (1) does not apply if the shareholders have resolved under section 157 not to appoint an auditor. The requisition referred to in subsection (1), which may consist of several documents of like form each signed by one or more shareholders, shall state the business to be transacted at the meeting and shall be sent to the registered office of the corporation. (b) is required to file with or send to a public authority or a stock exchange; interim financial statements or related documents, the corporation shall forthwith send copies thereof to the Director. For the purpose of determining the shareholders, (a) entitled to receive payment of a dividend; or, (b) entitled to participate in a liquidation distribution; or. As part of Manitoba’s commitment to improve corporate transparency and to combat illegal activities such as financial crime, The Business Registration, Supervision and Ownership Transparency Act, 2019 (Part 3 of Bill 22), came into force on January 1, 2020 and amended The Corporations Act (Manitoba) (the “ Act ”). Where it appears to the court that a person is or may be liable in respect of a breach or non-compliance with subsection (1) but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, he ought fairly to be excused for the breach or non-compliance, the court may relieve him, either wholly or partly, from his liability on such terms as the court thinks fit. If a corporation does not have an auditor, the court may, upon the application of a shareholder or the Director, appoint and fix the remuneration of an auditor and the auditor so appointed holds office until an auditor is appointed by the shareholders. A corporation may by special resolution change the location of its registered office to another place within Manitoba. Upon receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 255. In determining whether property or past services is the fair equivalent of a money consideration, the directors may take into account reasonable charges and expenses of organization and re-organization and payments for property and past services reasonably expected to benefit the corporation. If the by-laws so provide, directors or shareholders of a corporation who call a meeting of shareholders in accordance with any provision of this Act may determine that the meeting is to be held entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. For the purpose of subsection (2), reasonableness is a question of fact. (b) the corporation provides the technical assistance to facilitate such inspections. Consolidated Statutes of Manitoba. 1993, c. 29, s. 176. The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), to the holders of each class or series of those shares. A corporation shall not be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that. Any interested person, or the Director, may apply to a court for an order to require a corporation to comply with subsection (1), and the court may so order and make any further order it thinks fit. ; (b) a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice is given in each province in Canada where the corporation carries on business; and. or to imprisonment for a term not exceeding six months or to both. Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any obligation of the corporation then existing or thereafter incurred, and that acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations. If all of a corporation's directors have resigned or have been removed without replacement, a person who manages or supervises the management of the business and affairs of the corporation is deemed to be a director for the purposes of this Act. (b) the record date for the determination of shareholders for any purpose other than to establish a shareholder's right to receive notice of a meeting or to vote, shall be at the close of business on the day on which the directors pass the resolution relating thereto. 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