Corporations Regulation

Corporations Regulation, M.R. 385/87 R The Corporations Act , C.C.S.M. c. C225 Regulation 385/87 R Registered November 13, 1987 bilingual version (HTML) Table of Contents Section PART I INTERPRETATION 1 Definitions PART II GENERAL 2 Prescribed forms 2.1 Business authorization required for certain applications 2.2 Name searches and reservations 3-4 Repealed 5 "Resident of Canada" class of persons prescribed 6 Corporate name 7 Amalgamation 8 Annual returns 9 Proxies and circulars PART II.1 EXTRA-PROVINCIAL REGISTRATIONS 9.1 Definitions 9.2 Designated jurisdictions 9.3 Information-sharing 9.4 Registration of New West Partnership corporation 9.5 Continuance in Manitoba 9.6 Exemption from fees PART III FINANCIAL DISCLOSURE 10 General 11 Comparative interim financial statement 12 Contents of financial statements 13 Reporting classes of business PART IV EXEMPTION FROM PUBLIC DISCLOSUREOF FINANCIAL STATEMENT 14-16 Repealed PART V CONSTRAINED SHARE CORPORATIONS 17 Definitions 18 Disclosure required 19 Powers and duties of directors 20-21 Limitation on voting rights 22 Disclosure of beneficial ownership 23 Definition of a financial intermediary under section 168 of the Act PART VI TRUST AND LOAN CORPORATIONS GENERAL FINANCIAL REQUIREMENTS 24-26 Interpretation and application 27 Quality asset standard 28 Earnings standard 29 Cash flow standard 30 Liquidity and strain on equity standard 31 Protection of securities 32-36 Safekeeping of securities 37 Registration of securities 38-41 Bonding in respect of securities 42-48 Repealed 49-50 Renumbered as sections 84 and 85 COMMERCIAL LOANS 51 International agencies prescribed 52 Definition of "widely distributed" 53 Prescribed subsidiaries for the purposes of sections 329.12 and 329.13 of the Act 54 Prescribed total assets for the purposes of sections 329.12 and 329.13 of the Act EQUITY VALUATION 55 Prescribed subsidiary for the purposes of sections 329.16 and 329.17 of the Act 56 Valuation of participating shares and ownership interests FINANCIAL LEASING 57 Definitions for purposes of the Act 58-62 Restrictions and limitations on activities 63-65 General requirements MINORITY INVESTMENT 66 Definitions and interpretation 67-69 Substantial investment 70 Calculation of total values in sections 68 and 69 VALUATION OF REAL PROPERTY INTERESTS 71-72 Definitions and interpretation 73 Direct interests — real property and debt obligations 74 Indirect interests — real property, shares and ownership interests 75 Indirect interests — loans and debt obligations 76 Indirect interests — secured loans and debt obligations 77 Other interests REGULATORY CAPITAL 78 Definitions 79-80 Regulatory capital SPECIALIZED FINANCING CORPORATIONS 81-83 Specialized financing corporations PART VII FEES 84 Fees 85 Refunds PART VIII PUBLICATION OF NOTICES 86 Publication of notices by the Director Schedule A Forms B Table of Bonds Required C Fees PART I INTERPRETATION Definitions 1 In this regulation, "Act" means The Corporations Act ; («  Loi  ») "aggregate capital" means the total of the following amounts: (a) where the articles authorize the issue of shares with par value, the amount obtained by multiplying the number of such shares authorized to be issued by the par value thereof, (b) where the articles authorize the issue of shares without par value and fixes the maximum consideration for which all such shares may be issued, the amount of that maximum consideration, (c) where the articles authorize the issue of shares without par value and fixes the maximum consideration for which any such share may be issued, the amount obtained by multiplying the number of those shares authorized to be issued by that maximum consideration, (d) where the articles authorize the issue of shares without par value and do not fix either the maximum consideration for which all such shares may be issued or the maximum consideration for which any such shares may be issued, the amount obtained by multiplying the number of those shares authorized to be issued by $100; (« capital total ») "commission" means The Manitoba Securities Commission; (« Commission ») "Director" means the Director appointed under section 253 or 315.1 of the Act; (« directeur ») "document" means a document required to be sent to the Director under the Act. (« document ») M.R. 213/92; 162/93 PART II GENERAL Prescribed forms 2 The following forms set out in Schedule A are prescribed: (a) Forms 26 and 27 are prescribed for the purposes of subsection 364(1) of the Act; (b) Form 28 is prescribed for the purposes of subsection 372(1) of the Act. M.R. 162/93; 77/2001 ; 53/2003 ; 48/2007 Business authorization required for certain applications 2.1 An application for registration or for a supplementary certificate of registration under the Act made by a body corporate that (a) is a trust corporation, loan corporation, extra-provincial trust corporation or extra-provincial loan corporation; and (b) is required to have a business authorization under Part XXIV of the Act; shall be accompanied by a copy of the business authorization. M.R. 48/2007 Name searches and reservations 2.2(1) When a proposed name is in more than one language form and the forms of the name are phonetically dissimilar, the person proposing the name shall provide a separate name search report for each form of the name. 2.2(2) No person shall use, as a corporate name, a name that is identified as a proposed name in a name search report unless the person (a) is the person who proposed the name; or (b) obtains consent for the name's use from the person who proposed the name. 2.2(3) A request to reserve a proposed corporate name shall be in the form and contain the information that the Director requires. M.R. 48/2007 3 and 4 [Repealed] M.R. 48/2007 "Resident of Canada" class of persons prescribed 5 For the purposes of subclause 1(1)⁠(z)⁠(ii) of the Act, the following classes of persons are prescribed as being residents of Canada: (a) persons who are full-time employees of the Government of Canada or a province, of an agency of any such government, or of a federal or provincial crown corporation; (b) persons who are full-time employees of a body corporate (i) of which more than 50% of the voting shares are beneficially owned or over which control or direction is exercised by residents of Canada, or (ii) a majority of the directors of which are residents of Canada, where the principal reason for the residence of the employees outside Canada is to act in that employment; (c) persons who are full-time students at a university or other educational institution recognized by the educational authorities of a majority of the provinces of Canada and have been resident outside Canada less than 10 consecutive years; (d) persons who are full-time employees of an international association or organization of which Canada is a member; (e) persons who were, at the time of reaching their 60th birthday, ordinarily resident in Canada and have been resident outside Canada less than 10 consecutive years; (f) persons who are full-time members of the academic staff of a Canadian university on sabbattical or study leave outside Canada. Corporate name 6(1) A corporate name shall not be (a) too general; (b) only descriptive, in any language, of the quality, function or other characteristic of the goods or services in which the corporation deals or intends to deal; (c) primarily or only a single name or surname used alone of an individual; or (d) primarily or only a geographic name used alone; unless the proposed name has become established by a long and continuous use prior to the date of filing the articles or the proposed corporate name has through use acquired a meaning which renders the name distinctive. 6(2) Subject to subsection (1), when determining whether a name is distinctive, the name as a whole and not only its separate elements shall be considered. 6(3) A corporate name shall not be primarily or only a combination of punctuation marks or other marks that are permitted under subsection (21). 6(4) A corporate name shall not contain a word or expression, an element of which is the family name of an individual whether or not preceded by the given name or initials, unless the individual, his or her heir, executor, administrator, assigns or guardian consents in writing to the use of the name. 6(5) Subsection (4) does not apply where the corporation that will use the proposed name is the successor or affiliate of a body corporate that has, as an element of its name, the family name, if (a) the body corporate consents in writing to the use of the name; and (b) the proposed name would contravene the provisions of the Act, the body corporate undertakes in writing to dissolve forthwith or change its name to some other name that complies with the Act before the corporation proposing to use the name commences to use it. 6(6) No word or expression that is obscene or connotes a business that is scandalous, obscene or immoral, or that is otherwise objectionable on public grounds shall be used in a corporate name. 6(7) Except with the prior approval of the Director, the name of a corporation with share capital shall not begin with the word "Manitoba" unless the name has become established by a long and continuous prior use. 6(8) Except with the prior approval of the Director, the word "Manitoba" or the abbreviation "Man." shall not be used in a corporate name, if the word or expression would suggest or imply a connection with government. 6(9) Except with the prior approval of the Director, the word "Manitoba" or the abbreviation "Man." shall not be used in the name of a body corporate incorporated other than under the laws of Manitoba. 6(10) The name of a revived corporation shall be disapproved if it is confusing with a name acquired by another person between the date of dissolution and revival of the revived corporation unless the revived corporation undertakes to change its name to a dissimilar name within 90 days of the issue of a certificate of revival. 6(11) No word, expression, or abbreviation thereof, the use of which is prohibited or restricted under an Act or regulation of the Parliament of Canada or a province or territory of Canada, unless the restriction is satisfied, shall be used in a corporate name. 6(12) The following words and expressions shall not be used in a corporate name: (a) "amalgamated", unless the corporation is an amalgamated corporation resulting from the amalgamation of two or more corporations; (b) "college", "institute", "university" if the word would lead to the inference that the body corporate is a university, college of applied arts and technology or other post-secondary educational institution, except with the approval of the minister; (c) digits or words which would lead to the inference that the name is a number name; (d) any word or expression that would lead to the inference that the body corporate is not a particular type or class of bodies corporate to which the Act applies; (e) "association" or "society", if it is a body corporate with share capital; (f) a word or expression that suggests that a body corporate, is sponsored or controlled by, or is associated or affiliated with a university or an association of accountants, architects, engineers, lawyers, physicians, surgeons or any other professional association recognized by the laws of Canada or a province or territory of Canada without the consent in writing of the appropriate university or professional association, as the case may be. 6(13) For the purposes of clauses 12(2)⁠(f) and 191(1)⁠(b) of the Act, a word or expression is deceptively misdescriptive if it misdescribes, in any language, (a) the business, goods or services in association with which the corporate name is proposed to be used; (b) the conditions under which goods or services will be produced or supplied or the persons to be employed in the production or supply of those goods or services; or (c) the place of origin of those goods or services. 6(14) When two or more corporations amalgamate, the name of the amalgamated corporation shall not be prohibited if (a) it is the same as one of the amalgamating corporations; (b) it is a distinctive combination of the names of the amalgamating corporations and is not otherwise confusing or prohibited; or (c) it is a distinctive new name that is not confusing. 6(15) Where a corporation acquires all or substantially all of the property of an affiliated body corporate, the use by the corporation of the name of the affiliated body corporate shall not be prohibited if the body corporate undertakes in writing to dissolve forthwith or to change its name before the corporation adopts the name. 6(16) The addition or deletion of punctuation marks does not make a name different, but a name is not the same for the purposes of the Act if words, numerals, or initials are added, deleted or substituted, or the final word of the name is varied by substituting one of the legal elements or the corresponding abbreviation required under subsection 10(1) of the Act. 6(17) Where the name of a corporation to be incorporated is the same as or similar to the name of any known body corporate, association, partnership or individual, whether in existence or not, so as to be, in the opinion of the Director, likely to confuse or mislead, the name of the corporation to be incorporated shall contain such variation from that of the known body corporate, association, partnership or individual as the Director determines. 6(18) Where a corporation with share capital acquires as its name, a designated number, such name shall consist of the file number assigned to the corporation by the Director followed by the word "Manitoba" and ending with the word "Limited", "Incorporated", "Corporation" or the French form of one of those or the abbreviation thereof. 6(19) Where a corporation without share capital acquires as its name, a designated number, such name shall consist of the file number assigned to the corporation by the Director followed by the words "Manitoba Association" and ending with the word "Incorporated", "Corporation" or the French form of one of those, or the abbreviation thereof. 6(20) A corporate name may be the same as that of another body corporate, if the body corporate is incorporated under the laws of a jurisdiction outside Canada, and has never carried on any activities or identified itself in Canada. 6(21) The following punctuation marks and other marks are the only ones permitted as part of the name of a corporation: ! " # $ % & ' ( ) * + , - . / : ; ? [ ] \ . 6(21.1) The Director may record the character "Œ" as "OE" in a record prepared or maintained by the Director. 6(22) The name of a corporation shall be set out in block capital letters in articles filed with the Director. 6(23) Where the corporate name has been set out in two language forms pursuant to subsection 10(2) or (3) of the Act, one language form shall be a direct translation of the other language form, although minor changes may be made to ensure that the name is idiomatically correct. 6(24) The use of the corporate name is the sole responsibility of the corporation and the reservation of a name by the Director does not relieve the incorporators, or the corporation or its directors from the obligation of ascertaining that the name is not the same as or confusingly similar to that of the existing person, business, association or trade mark. 6(25) The reservation of a corporate name by the Director is only the withholding of the availability of that name from use by another, and is not an undertaking that the said name will be available upon incorporation, amendment or registration. M.R. 7/99; 26/2020 Amalgamation 7 Where two or more corporations amalgamate pursuant to section 178 of the Act, the authorized capital of the amalgamated corporation may be amended to give effect to any change in its stated capital consequent upon the amalgamation. Annual returns 8(1) For the purposes of this section, the "anniversary month" (a) of a body corporate is the month in which it was incorporated; (b) of an amalgamated body corporate is the month in which it was amalgamated; and (c) of a continued body corporate is the month in which it was incorporated or amalgamated. 8(2) The prescribed date for the purposes of sending an annual return to the Director is a date not later than the last day of the month immediately following the anniversary month. 8(3) The information contained in an annual return shall be certified to be correct as of the last day of the anniversary month. 8(4) [Repealed] M.R. 48/2007 M.R. 48/2007 Proxies and circulars 9(1) A form of proxy required to be sent to the shareholders of a corporation by subsection 143(1) of the Act shall be in the form required under The Securities Act or the regulations under that Act. 9(2) A management proxy circular and a dissident's proxy circular referred to in subsection 144(1) of the Act shall be in the form required under The Securities Act or the regulations under that Act. M.R. 48/2007 PART II.1 EXTRA-PROVINCIAL REGISTRATIONS Definitions 9.1 The following definitions apply in this Part. "extra-provincial business corporation" means an extra-provincial body corporate other than (a) a body corporate without share capital; (b) a credit union; (c) an insurer; or (d) a trust or loan company. (« société par actions extraprovinciale ») "home jurisdiction" , in respect of an extra-provincial business corporation, means the jurisdiction under whose laws it is incorporated. («  autorité législative d'origine ») "MRAS" means the multi-jurisdictional registry access service and includes a service that may replace it. (« SARM ») "New West Partnership corporation" means an extra-provincial business corporation whose home jurisdiction is a New West Partnership jurisdiction. (« corporation provenant d'une autorité législative visée par l' Accord commercial du nouveau partenariat de l'Ouest  ») "New West Partnership jurisdiction" means (a) Alberta; (b) British Columbia; and (c) Saskatchewan. (« autorité législative visée par l' Accord commercial du nouveau partenariat de l'Ouest  ») M.R. 26/2020 Designated jurisdictions 9.2 The New West Partnership jurisdictions are designated as designated jurisdictions for the purpose of section 199.4 of the Act. M.R. 26/2020 Information-sharing 9.3(1) The Director may make information or a document collected by the Director for the purposes of the Act or this regulation accessible on or through MRAS or share the information or document with an extra-provincial registrar. 9.3(2) For the purpose of discharging the Director's powers, duties or functions under the Act or this regulation, the Director may (a) access information or a document that is accessible on or through MRAS; or (b) request information or a document collected by an extra-provincial registrar from that registrar. M.R. 26/2020 Registration of New West Partnership corporation 9.4(1) Despite subsection 190(1) of the Act, a New West Partnership corporation seeking to register in Manitoba under Part XVI of the Act must do so in accordance with this section. 9.4(2) The New West Partnership corporation must register in the manner required by the Director and provide the following information and documents: (a) its home jurisdiction and the registration number provided by the registrar of that jurisdiction; (b) the date it started or intends to start to carry on business in Manitoba; (c) a copy of any power of attorney that may be required under section 186 of the Act; (d) if the New West Partnership corporation resulted from the amalgamation of two or more other bodies corporate, the names of those bodies corporate. 9.4(3) If the Director is of the opinion that any other information or document is required to complete, or keep in good standing, the registration of the New West Partnership corporation, the Director may (a) obtain the document or information on or through MRAS or from the applicable New West Partnership registrar; or (b) require the New West Partnership corporation to provide it. 9.4(4) A New West Partnership corporation to which this section applies is exempt from the requirement to (a) send an annual return under section 121 of the Act; and (b) file a notice of change in location of its registered office under clause 192(1)⁠(a) of the Act. M.R. 26/2020 Continuance in Manitoba 9.5 If a New West Partnership corporation is continued under the Act, subsection 181(8) of the Act does not apply. Instead, the Director must record the continuance in a manner accessible on or through MRAS. M.R. 26/2020 Exemption from fees 9.6 A New West Partnership corporation is not required to pay a fee set out in Schedule C, except for a fee imposed under section 7, 12, 13, 14, 17, 18 or 20.1. M.R. 26/2020 PART III FINANCIAL DISCLOSURE General 10(1) The financial statements referred to in subsections 149(1) and (3) of the Act and the auditor's report referred to in section 163 of the Act must be prepared in accordance with generally accepted accounting principles as set out in the CPA Canada Standards and Guidance Collection (CPA Canada Handbooks) published by Chartered Professional Accountants of Canada. 10(2) A statement of changes in net assets of a corporation which is a mutual fund corporation or an investment corporation as defined in the regulations under The Securities Act and the comparative interim financial statement referred to in subsection 149(3) of the Act shall be in such form and for such periods as may be prescribed from time to time under The Securities Act . M.R. 26/2020 ; 115/2025 Comparative interim financial statement 11 The comparative interim financial statement, required to be sent to each shareholder by subsection 149(3) of the Act, shall be mailed within 60 days of the date to which it is made up. Contents of financial statements 12(1) The financial statements referred to in section 149 of the Act shall include at least (a) a balance sheet; (b) a statement of retained earnings; (c) an income statement; and (d) a statement of changes in financial position. 12(2) Financial statements need not be designated by the names set out in subsection (1). 12(3) A mutual fund corporation or an investment corporation as defined in the regulations under The Securities Act shall file a statement of changes in net assets for each period instead of a statement of changes in financial position referred to in clause (1)⁠(d). Reporting classes of business 13(1) In this section "corporation" means a corporation which carries on a diversified as distinct from an integrated business and which sends its financial statements to the Director pursuant to subsection 154(1) of the Act. 13(2) The financial statements of a corporation shall disclose separately or in a schedule thereto a summary of financial information for each class of business the revenue from which is 10% or more of the corporation's total revenues for the period. 13(3) The financial statements or schedule referred to in subsection (2) shall contain a note stating that the directors of the corporation have determined its classes of business at a meeting of directors and have recorded them in the minutes of the meeting. 13(4) Subject to subsection (5), the classes of business referred to in subsection (2) shall be designated in accordance with the Statistics Canada Standard Industrial Classification Code . 13(5) Where the directors of the corporation do not adopt the Statistics Canada Standard Industrial Classification Code to identify the corporation's classes of business, the financial statements or a note thereto shall contain a description of the basis used to determine the corporation's classes of business. PART IV 14 to 16 [Repealed] M.R. 7/99 PART V CONSTRAINED SHARE CORPORATIONS Definitions 17 In this Part, "constrained class" means the class of persons specified in the articles of a constrained share corporation as being ineligible to hold, as a class, more than the maximum aggregate holdings; (« catégorie restreinte ») "constrained share corporation" means (a) a corporation that has constrained share provisions in its articles, or (b) a corporation that has amended its articles under section 168 of the Act to constrain the issue or transfer of its voting shares; (« corporation par actions à participation restreinte ») "control" means control in any manner that results in control in fact, whether directly through the ownership of shares or indirectly through a trust, a contract, the ownership of shares of any other body corporate or otherwise; (« contrôle ») "maximum aggregate holdings" means the total number of voting shares of a constrained share corporation that may be held by or on behalf of persons in the constrained class and their associates in accordance with the articles of the corporation; (« avoir maximum total ») "maximum individual holdings" means the total number of voting shares of a constrained share corporation that may be held by or on behalf of any one person in the constrained class and his or her associates in accordance with the articles of the corporation; (« avoir maximum individuel ») "voting share" means a share carrying voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes a security currently convertible into such a share and currently exercisable options and rights to acquire a share or such a convertible security. (« action votante ») Disclosure required 18 Each of the following documents issued or published by a constrained corporation shall indicate conspicuously the general nature of its constrained share provisions: (a) certificate representing a voting share; (b) management proxy circular; (c) prospectus, statement of material facts, registration statement or similar document. Powers and duties of directors 19(1) The directors of a constrained share corporation shall refuse to register a transfer of a voting share of the corporation in accordance with the articles if (a) the total number of voting shares held by or on behalf of persons in the constrained class exceeds the maximum aggregate holdings and the transfer is to a person in the constrained class; (b) the total number of voting shares held by or on behalf of persons in the constrained class does not exceed the maximum aggregate holdings and the transfer would cause the number of such shares held by persons in the constrained class to exceed the maximum aggregate holdings; (c) the total number of voting shares held by or on behalf of a person in the constrained class exceeds the maximum individual holdings and the transfer is to that person; or (d) the total number of voting shares held by or on behalf of a person in the constrained class does not exceed the maximum individual holdings and the transfer would cause the number of such shares held by that person to exceed the maximum individual holdings. 19(2) Notwithstanding subsection (1), the directors of a constrained share corporation shall register a transfer of a voting share of the corporation to a person in the constrained class if that person establishes that he or she was the beneficial owner of that share on the day when the corporation became a constrained share corporation. 19(3) The directors of a constrained share corporation shall not issue a voting share of the corporation to a person in the constrained class in circumstances where the directors are required to refuse to register a transfer of such a share by subsection (1). 19(4) For the purposes of subsection (3), the directors may count as issued shares the voting shares that the corporation is currently offering to its shareholders or prospective shareholders. Limitation on voting rights 20(1) Where on the day on which a corporation becomes a constrained share corporation the total number of voting shares of the corporation held by or on behalf of a person in the constrained class exceeds the maximum individual holdings, that person or his or her nominee may, in person or by proxy, exercise the voting rights attached to the lesser of the voting shares so held on that day or on any subsequent day. 20(2) After the total number of shares held by or on behalf of the person referred to in subsection (1) is reduced below the maximum individual holdings, the person or his or her nominee may, in person or by proxy, exercise the voting rights attached to shares so held. 21(1) Except as provided in subsection 20(1), where the total number of voting shares of a constrained share corporation held by or on behalf of a person in the constrained class exceeds the maximum individual holdings, no person shall, in person or by proxy, exercise the voting rights attached to the shares held by or on behalf of the person in the constrained class. 21(2) Where it appears from the share register of a constrained share corporation that the total number of voting shares held by a shareholder is less that the maximum individual holdings, a proxyholder for that shareholder may vote those shares, unless the proxyholder has knowledge that the shares beneficially owned by the shareholder exceed the maximum individual holdings. 21(3) Where, after the day on which a corporation becomes a constrained share corporation, a corporation or trust that was not a person in the constrained class becomes a person in the constrained class, the corporation or trust shall not exercise the voting rights attached to any shares it holds in the constrained share corporation while it is a person in the constrained class. Disclosure of beneficial ownership 22(1) Subject to section 98 of the Act, the directors of a constrained share corporation may make, amend or repeal any by-laws required to administer the constrained share provisions set out in the articles of the corporation, including by-laws (a) to require any person in whose name shares of the corporation are registered to furnish a statutory declaration under The Manitoba Evidence Act declaring whether (i) the shareholder is the beneficial owner of the shares of the corporation or holds them for a beneficial owner, (ii) the shareholder is an associate of any other shareholder, and (iii) the shareholder or beneficial owner is not a member of a constrained class, and declaring any further facts that the directors consider relevant; (b) to require any person seeking to have a transfer of a voting share registered in his or her name or to have a voting share issued to him or her to furnish a declaration similar to the declaration a shareholder may be required to furnish under clause (a); and (c) to determine the circumstances in which any declarations are required, their form and the times when they are to be furnished. 22(2) Where a person is required to furnish a declaration pursuant to a by-law made under subsection (1), the directors may refuse to register a transfer of a voting share in that person's name or to issue a voting share to him or her until that person has furnished the declaration. 22(3) In administering the constrained share provisions set out in the articles of a constrained share corporation, the directors of the corporation may rely upon (a) a statement made in a declaration referred to in subsection (1) or (2); and (b) the knowledge of a director, officer, employee or agent of the corporation. 22(4) Where the directors are required to determine the total number of voting shares of a constrained share corporation held by or on behalf of persons of a constrained class, the directors may rely upon the sum of (a) the voting shares held by every shareholder whose latest address as shown in the share register is outside Canada; and (b) the voting shares held by every shareholder whose latest address as shown in the share register is in Canada but who, to the knowledge of a director, officer, employee or agent of the corporation is a member of a constrained class. 22(5) For the purposes of subsection (4), the directors may rely upon the share register of the constrained share corporation as of any date after the day on which the corporation became a constrained share corporation but that date shall not be more than four months before the day on which the determination is made. Definition of a financial intermediary under section 168 of the Act 23 For the purposes of subclause 168(1)⁠(b)⁠(iii) of the Act, "financial intermediary" includes a trust corporation, and a corporation carrying on business as a securities broker, dealer or underwriter. PART VI TRUST AND LOAN CORPORATIONS GENERAL FINANCIAL REQUIREMENTS 24(1) [Repealed] M.R. 7/99 Interpretation and application 24(2) In sections 27 to 30, "corporation" means a trust corporation or a loan corporation to which Part XXIV of the Act applies; (« corporation ») "effective date" means, in respect of any corporation, the date on which the Director, pursuant to subsection 336(9) of the Act, approves or prescribes a limit for the aggregate of the amounts of money that may be borrowed and the guaranteed trust money that may be held by a trust corporation greater than 20 times the excess of the corporation's assets over its liabilities. (« date de prise d'effet ») 24(3) In sections 26 to 30, unless the book value or the market value of any asset is expressly referred to, the value of the asset shall be computed on the same basis as is acceptable for the purposes of the annual statement of the corporation required to be deposited with the Director by subsection 349(2) of the Act. M.R. 7/99 25 The agreement entered into between the Government of Canada and the Government of Manitoba dated August 6, 1938 remains in force, and the Office of Superintendent of Financial Institutions (Canada) has the power to continue to inspect trust corporations, loan corporations, extra-provincial trust corporations and extra-provincial loan corporations, that are subject to such inspection pursuant to Part XXIV of the Act. M.R. 162/93 25.1 For the purposes of clause 199.2(d) of the Act, a condition shall be considered imposed on the registration of a body corporate when a copy of the business authorization with the condition is placed with the records maintained by the Director for the said body corporate that are available for inspection by the public under section 259 of the Act. M.R. 162/93; 7/99 26 The standards prescribed for a corporation by sections 27 to 30 are the standards established for the purposes of subsection 336(10) of the Act. Quality asset standard 27(1) On the effective date, not less than 66 % of the book value of the aggregate of the assets of a corporation and the assets held by a trust corporation in respect of guaranteed trust money shall consist of one or more of the following (a) deposits in a chartered bank or other depository approved by the Director; (b) bonds, debentures or other evidences of indebtedness of or guaranteed by the Government of Canada, the government of a province of Canada, or any municipal corporation in Canada; (c) evidences of indebtedness issued or guaranteed by a chartered bank and payable within five years from the date of issue; (d) evidences of indebtedness that are fully secured by a class of bonds, debentures or other evidences of indebtedness referred to in clauses (b) and (c); (e) evidences of indebtedness of a corporation that (i) are payable on demand or within one year from the date of issue, and (ii) qualify as investments for guaranteed trust money under the provisions of the Act; (f) mortgages or hypothecs on residential property as defined in the Residential Mortgage Financing Act of Canada; (g) mortgages or hypothecs on real estate or leaseholds if the indebtedness secured by the mortgage or hypothec is insured to the extent of at least 20% thereof by a policy of mortgage insurance issued by an insurance corporation registered under the Insurance Companies Act (Canada); (h) mortgages or hypothecs on real estate other than residential property as defined in the Residential Mortgage Financing Act (Canada), where such mortgages or hypothecs (i) have not, in the immediately preceding three-year period, had payments of interest or repayments of principal overdue for a period in excess of 30 consecutive business days, (ii) do not exceed, for any real estate, an amount that is equal to one-half of 1% of the assets of the company and the assets held in respect of guaranteed trust money, and (iii) have not had advances made under them in the immediately preceding three-year period or are on property that provides an annual income sufficient to pay all expenses related to the property, including the payments owing under all mortgages or hypothecs on the property. 27(2) The total book value of the evidences of indebtedness of a corporation referred to in clause (1)⁠(e) that may be taken into account for the purposes of subsection (1) shall not exceed 7½% of the aggregate of the book values of the assets of the corporation and the assets held by a trust corporation in respect of guaranteed trust money. 27(3) The book value of an asset that is included in the aggregate referred to in any of the clauses in subsection (1) shall not be included in the aggregate pursuant to any other clause thereof. M.R. 417/88; 7/99 Earnings standard 28(1) The earnings of a corporation (a) in each of any four years during the period of five years that ended less than three months before the effective date; and (b) in each of the last two years of the period referred to in clause (a); shall have been sufficient to enable it to have funds available out of the earnings of each such year for the payment of dividends on its common shares of at least 4% of the average amount by which the assets of the company exceeded its liabilities during that year. 28(2) For the purposes of subsection (1), the average amount by which the assets of a corporation exceeded its liabilities during any year shall be determined by dividing by two the aggregate of the amounts by which the assets of a corporation exceeded its liabilities at the beginning and end of that year. Cash flow standard 29 On the effective date, the aggregate of (a) the deposits by a corporation of its own funds and guaranteed trust money of a trust corporation in a chartered bank or other depository approved by the Director; and (b) the amounts that the corporation estimates it will receive within the period of 12 months immediately following the effective date (i) as income from all sources, (ii) on the maturity or redemption of any securities owned by the corporation or held by it in respect of guaranteed trust money in the case of a trust corporation, or (iii) as repayments of principal (A) on loans made by the corporation of its own funds and of guaranteed trust money in the case of a trust corporation, or (B) under mortgages or hypothecs on real estate or leaseholds in which the corporation has invested its funds or guaranteed trust money in the case of a trust corporation; shall not be less than the total amount estimated by the corporation to be required by it during the period of 12 months immediately following the effective date to pay (c) the indebtedness of the company in respect of interest payable during that period on borrowed money and in the case of a trust corporation on guaranteed trust money; (d) the expenses of the corporation for that period other than depreciation and the indebtedness referred to in clause (c); (e) 80% of the amount by which the total amount the corporation is committed to lend on the security of real estate or leaseholds during that period less any portion of the amount to be loaned pursuant to such commitments that any other lender has agreed to assume during that period, exceeds 5% of the assets of the corporation, and the assets held in respect of guaranteed trust money; and (f) 30% of the total amount that, under instruments issued by the corporation in respect of guaranteed trust money of a trust corporation and money borrowed by the corporation, will become payable on a fixed date within that period. M.R. 417/88; 7/99 Liquidity and strain on equity standard 30(1) For the purposes of clauses (2)⁠(c) and (d), the "indebtedness of the corporation payable on demand" includes any indebtedness in respect of monies received by the corporation and withdrawable on demand, and in the case of a trust corporation, the amount of the guaranteed trust money held by it and withdrawable on demand. 30(2) On the effective date, the aggregate of (a) the deposits by a corporation of its own funds and in the case of a trust corporation guaranteed trust money in a chartered bank or other depository approved by the Director; and (b) the total of the market values of the unencumbered (i) bonds, debentures, stocks or other securities of or guaranteed by the Government of Canada, or of a province, (ii) evidences of indebtedness issued or guaranteed by a chartered bank and payable within five years of the date of issue thereof, (iii) evidences of indebtedness of a corporation that (A) are payable on demand or within one year from the date of issue, and (B) qualify as investments for guaranteed trust money under the Act, and (iv) evidences of indebtedness payable on demand and fully secured by bonds, debentures or other evidences of indebtedness referred to in subclauses (i) to (iii) that are owned by the corporation and in the case of a trust corporation held by it in respect of guaranteed trust money; shall not be less than the aggregate of (c) an amount equal to the lesser of (i) $50,000,000, and (ii) 50% of the indebtedness of the corporation payable on demand; and (d) an amount equal to 25% of the amount, if any, by which the indebtedness of the corporation payable on demand is in excess of $100,000,000. 30(3) On the effective date, the aggregate of the values of such of the bonds, debentures or other evidences of indebtedness referred to in clause (2)⁠(b) that would be required to be disposed of at their market value in order to realize an amount that, together with the deposits referred to in clause (2)⁠(a), would be sufficient to pay the total of the amounts referred to in clauses (2)⁠(c) and (d) shall not exceed the total market value of the bonds, debentures and other evidences of indebtedness that would be required to be disposed of by more than 10% of the amount by which the assets of the corporation exceed its liabilities. M.R. 7/99 Protection of securities 31 In sections 32 to 41, "bond" includes a contract of insurance; (« cautionnement ») "joint insured bond" means a bond under which a corporation is insured jointly with one or more bodies corporate affiliated with the corporation; (« cautionnement pour assurés conjoints ») "security" includes (a) an instrument that is evidence of participation in a mutual or pooled fund, or (b) any other instrument of a type commonly dealt in upon security exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment; (« valeur mobilière ») "security of a corporation" means any security owned by the corporation or held by it in trust; (« valeur mobilière d'une corporation ») "security transaction" means the purchase, sale, redemption, exchange, transfer, assignment or other transaction affecting a security; (« transaction de valeur mobilière ») "single insured bond" means a bond under which a corporation is the only party insured; (« cautionnement pour assuré unique ») "total securities" means for any corporation the total of the book values of all the securities of the corporation that are owned by the corporation or are held by the corporation in respect of guaranteed trust money, as shown in the most recent annual statement deposited by the corporation with the Director pursuant to subsection 349(2) of the Act, and the book values of all other securities of the corporation, as shown in the corporation's books of account. (« valeur globale des valeurs mobilières ») M.R. 7/99 Safekeeping of securities 32 Every corporation shall maintain a current record of the serial or registration number or other specific identification of every security of the corporation, (a) in the case of any security of the corporation that is owned by the corporation or is held by the corporation in respect of guaranteed trust money, at its registered office; and (b) in the case of any other security of the corporation, at its registered office or at the principal office of the corporation where that security is maintained. 33 Any net amount received or paid by a corporation as a result of a security transaction or simultaneous security transaction shall be deposited in or charged to an account kept by the corporation within the corporation or in any other financial institution that is authorized to accept deposits by a law of the country, or of a province or state of a country, in which the financial institution is located. 34(1) Subject to subsection (2), every security of a corporation shall be held in a vault or safe located at the registered office or at a principal office of the corporation or in a vault or safe of any other financial institution that is authorized to act as a custodian of securities by a law of the country, or of a province or state of a country, in which the financial institution is located. 34(2) Subsection (1) does not apply to any security of a corporation that (a) is under the control of the government of a country, or of a province or state of a country, in which the corporation is carrying on business; (b) is pledged to another person as security for the indebtedness or potential indebtedness of the corporation; or (c) is in transit. 34(3) Subject to subsection (4), a corporation shall not deposit any security of the corporation in the custody of any other financial institution referred to in subsection (1) unless it has entered into a custodial agreement in writing with that other financial institution. 34(4) A corporation may deposit any security of the corporation, other than any security of the corporation that is owned by the corporation or is held in trust by the corporation in respect of guaranteed trust money, in the custody of any other financial institution referred to in subsection (1) without having entered into a custodial agreement in writing with that other financial institution if the person on whose behalf the corporation holds that security in trust has instructed the corporation so to deposit that security. 35(1) Every corporation shall require that not fewer than two directors, officers or employees of the corporation (a) acting together shall have access to any vault or safe in which the corporation holds securities either on the premises of the corporation or on the premises of any other financial institution in circumstances where the corporation retains custody of such securities; or (b) shall sign or endorse on behalf of the corporation, personally or by a facsimile, the use of which is authorized by the corporation, any cheque or other instrument effecting or authorizing payment of any amount by the corporation relating to any security transaction. 35(2) Every corporation shall require that, if a director who is not also an officer of the corporation performs any function referred to in subsection (1), at least one other person participating in the performance of that function shall be an officer or employee of the corporation.

35(3) Every corporation shall, by by-law or by resolution of the board of directors designate the directors, officers or employees of the corporation who are authorized to perform any function referred to in subsection (1). 36 Every corporation shall (a) establish and record in writing the procedures to be followed in the handling of the securities of the corporation; and (b) ensure that every director, officer or employee of the corporation having access to or in any way involved in the handling of the securities of the corporation is informed of and complies with the procedures established by the corporation in accordance with clause (a) in respect of the performance of any function that such director, officer or employee has been authorized to perform in accordance with subsection 35(3). Registration of securities 37(1) Subject to subsection (2), every security of a corporation shall be registered in the name of the corporation, except a security that (a) for any reason beyond the control of the corporation cannot be issued in registered form; (b) is under the control of the government of a country, or of a province or state of a country, in which the corporation is carrying on business; (c) is registered in the name of the corporation in trust; or (d) is registered in the name of a nominee that has been approved for this purpose by the Director. 37(2) Where the Director is satisfied that the registration of certain securities in the name of a corporation would result in undue expense, loss of earnings or other hardship, and that the securities are otherwise adequately protected, he or she may, on the application of the corporation and subject to any limitation or condition that he or she considers appropriate in the circumstances, authorize the corporation to hold those securities, or any of them, (a) in the case of any corporation, in bearer form notwithstanding that they can be issued in registered form; (b) in the case of a corporation that has changed its name pursuant to the Act, registered in a former name of the corporation; or (c) in the case of a corporation that is amalgamated as a result of articles of amalgamation filed with the Director pursuant to the Act, registered in the name of any corporation that was a party to that amalgamation. M.R. 7/99 Bonding in respect of securities 38(1) Every corporation shall acquire and at all times maintain one or more bonds issued by a body corporate registered under the Insurance Companies Act (Canada) or, with the approval of the Director, by a body corporate licensed under the laws of any province of Canada to transact the business of insurance, to indemnify the corporation for any loss in respect of the securities of the corporation resulting from (a) any dishonest act of any director, officer or employee of the corporation; (b) any criminal act of any person; (c) destruction or mysterious disappearance; or (d) any other normal contingency of loss. 38(2) A corporation shall not, for the purposes of subsection (1), acquire or maintain a bond issued by a body corporate affiliated with the corporation. M.R. 7/99 39(1) A bond acquired and maintained under section 38 (a) may be issued in the form of a single insured bond or a joint insured bond; (b) may be issued under a deductible form if the total deductible amount provided for in any such bond does not exceed 10% of the maximum amount recoverable by the corporation under the bond; and (c) shall provide that it shall not be cancelled or terminated by the insurer or the insured until at least 30 days after the receipt by the Director of a written notice from the insurer or the insured, as the case may be, of its intention to cancel or terminate the bond. 39(2) A copy of every joint insured bond acquired and maintained under section 38 and of any amendment to that bond shall be filed with the Director. M.R. 7/99 40(1) Subject to subsection (2), the amount of the bond or bonds acquired and maintained under section 38 shall be such reasonable amount as the directors of the corporation may determine having regard to (a) the nature and value of the securities of the corporation; (b) the nature and form of the arrangements and procedures applicable to the safekeeping and handling of the securities of the corporation; and (c) such other factors as may affect the extent of the loss that the corporation might sustain as a result of the happening of any contingency insured against. 40(2) The total amount of the bond or bonds acquired and maintained by a corporation under section 38 shall, where the total securities of the corporation are in an amount set out in Column I of an item of Schedule B to this regulation, be not less than the amount specified in Column II of the item of that Schedule. General 41(1) Where any provision of these regulations is inconsistent with any requirement or prohibition imposed by or pursuant to the laws of a country, or of a province or state of a country, in which a corporation is carrying on business, that requirement or prohibition shall prevail in its application to the business of the corporation transacted in that country, province or state. 41(2) Where any provision of these regulations is inconsistent with any power conferred or duty imposed on a corporation with respect to the administration of any estate, trust or other matter in the nature of a trust or agency, the exercise of the power or the performance of the duty by the corporation shall be deemed not to be in contravention of this regulation. 42 to 48 [Repealed] M.R. 7/99 49 [Renumbered as section 84] 50 [Renumbered as section 85] COMMERCIAL LOANS International agencies prescribed 51 For the purposes of the definition of "commercial loan" in subsection 329.1(1) of the Act, the prescribed international agencies are (a) the Asian Development Bank; (b) the Inter-American Development Bank; (c) the International Bank for Reconstruction and Development; and (d) the International Finance Corporation. M.R. 7/99 Definition of "widely distributed" 52 For the purposes of the definition of "commercial loan" in subsection 329.1(1) of the Act, "widely distributed" , in respect of a corporation, means (a) in respect of debt obligations the distribution of which was exempted from the requirement to file a prospectus under the laws of Canada, a province or a jurisdiction outside Canada, that (i) at least 90% of the maximum authorized principal of the debt obligations is held by one or more persons other than the corporation and its subsidiaries, and (A) the debt obligations were issued to at least 25 persons other than the corporation and its subsidiaries within six months after the day on which the first of the debt obligations was issued, or (B) where the debt obligations are issued on a continuous basis, there are on average at least 25 holders other than the corporation and its subsidiaries, or (ii) at the time of their initial distribution, the debt obligations met at least three of the following criteria: (A) their initial term was less than one year, (B) they were rated by a rating agency, (C) they were distributed through a person authorized to trade in securities, (D) they were distributed in accordance with an offering circular or memorandum, or a similar document relating to the distribution of securities; or (b) in respect of any other securities, that (i) they are listed and posted for trading on a recognized stock exchange, or (ii) a prospectus relating to the issue of the securities was filed under the laws of Canada, a province or a jurisdiction outside Canada. M.R. 7/99 Prescribed subsidiaries for the purposes of sections 329.12 and 329.13 of the Act 53 For the purposes of sections 329.12 and 329.13 of the Act, the prescribed subsidiaries of a corporation are all of the subsidiaries of the corporation. M.R. 7/99 Prescribed total assets for the purposes of sections 329.12 and 329.13 of the Act 54 For the purposes of sections 329.12 and 329.13 of the Act, "total assets" , in respect of a corporation, at a particular time, means the total of the assets that would be reported on the balance sheet of the corporation prepared as at that time in accordance with section 10 of this regulation and subsections 149(1) and (3) of the Act. M.R. 7/99 EQUITY VALUATION Prescribed subsidiary for the purposes of sections 329.16 and 329.17 of the Act 55 For the purposes of sections 329.16 and 329.17 of the Act, a prescribed subsidiary of a corporation is a subsidiary of the corporation other than (a) an insurance body corporate incorporated by or under an Act of the Parliament of Canada or the legislature of a province; (b) an entity described in clause (f) of the definition of "financial institution" in section 315 of the Act; or (c) a subsidiary of an insurance company referred to in clause (a) or of an entity referred to in clause (b). M.R. 7/99 Valuation of participating shares and ownership interests 56 For the purposes of sections 329.16 and 329.17 of the Act, the value of the participating shares and ownership interests referred to in those sections that are beneficially owned by a corporation and its prescribed subsidiaries is equal to their book value as reported on the consolidated balance sheet of the corporation. M.R. 7/99 FINANCIAL LEASING Definitions for purposes of the Act 57 For the purposes of the definition of "financial leasing body corporate" in subsection 329.1(1) of the Act, a financial leasing body corporate may carry on the following activities that are related to the financial leasing of personal property, namely (a) subject to sections 58 to 63, the entering into and the acceptance of assignment of conditional sales agreements in respect of personal property; (b) the administration of financial lease agreements and conditional sales agreements on behalf of any person; and (c) the raising of money for the purpose of financing the activities of the financial leasing body corporate and the investment of that money pending its use for those activities. M.R. 7/99 Restrictions and limitations on activities 58 Sections 59 to 65 apply in respect of activities of a financial leasing body corporate that are conducted in Canada. M.R. 7/99 59 No financial leasing body corporate shall direct its customers or potential customers to particular dealers in respect of personal property that is conditionally sold, or that is to be conditionally sold, under a conditional sales agreement with the financial leasing body corporate. M.R. 7/99 60 No financial leasing body corporate shall enter into, or accept assignment of, a financial lease agreement or conditional sales agreement other than a financial lease agreement or conditional sales agreement the primary purpose of which is the extending of credit to a lessee or purchaser. M.R. 7/99 61 A financial leasing body corporate shall not enter into a financial lease agreement or conditional sales agreement in respect of personal property, including personal property that is affixed to real property, that is to be leased or purchased, other than personal property that was (a) selected by the lessee or purchaser and acquired by the financial leasing body corporate at the request of the lessee or purchaser; or (b) previously acquired by the financial leasing body corporate in respect of another financial lease agreement or conditional sales agreement. M.R. 7/99 62 No financial leasing body corporate shall enter into a financial lease agreement or conditional sales agreement that entails financial responsibility on the part of the financial leasing body corporate to install, promote, service, clean, maintain or repair the property that is the subject of the agreement. M.R. 7/99 General requirements 63 Every financial lease agreement or conditional sales agreement entered into by a financial leasing body corporate shall include a provision assigning to the lessee or purchaser, or setting out the responsibilities of the financial leasing body corporate in respect of, the benefit of all warranties, guarantees or other undertakings made by a manufacturer or supplier in respect of the personal property that is the subject of the agreement. M.R. 7/99 64(1) A financial leasing body corporate shall ensure that every financial lease agreement it enters into yields (a) a return to the financial leasing body corporate that is not less than its full investment in the property that is the subject of the agreement; and (b) a rate of return that is reasonable, taking into account the term and the other conditions of the agreement and the rate of return sought by other lessors in respect of the financial leasing of similar property under similar terms and conditions. 64(2) For the purposes of subsection (1), the calculation of the return under a financial lease agreement shall take into account (a) rental charges that have been or are to be paid by the lessee under the lease agreement; (b) estimated tax benefits accruing to the financial leasing body corporate on account of the lease agreement, including tax credits and capital cost allowance claims; and (c) either (i) where the lessee or a third party who is dealing at arm's length with the financial leasing body corporate has, on or before the commencement of the lease agreement, contracted to purchase the leased property or has unconditionally guaranteed the resale value of the leased property at the date of expiration of the lease agreement, the amount of the purchase price or resale value, or (ii) in any other case, the amount of the estimated residual value of the property or 25% of the cost of acquisition of the property to the financial leasing body corporate, whichever is the lesser. M.R. 7/99 65 The aggregate of the estimated residual value of all leased properties held by a financial leasing body corporate that are referred to in subclause 64(2)⁠(c)⁠(ii) shall not at any time exceed 10% of the aggregate of the cost of acquisition of those leased properties by the financial leasing body corporate. M.R. 7/99 MINORITY INVESTMENT Definitions and interpretation 66(1) In sections 67 to 70, "designated body corporate" means a body corporate referred to in any of clauses 329.5(2)⁠(a) to (n) of the Act; (« personne morale désignée ») "value" in relation to (a) a share or loan held by a corporation at a particular time, means the book value of the share or loan that would be reported on the balance sheet of the corporation prepared as at that time in accordance with section 10 of this regulation and subsections 149(1) and (3) of the Act, (b) in relation to a guarantee, means the face value of the guarantee. (« valeur ») 66(2) In sections 67 to 70, "regulatory capital" has the same meaning as in section 79. M.R. 7/99 Substantial investment 67(1) Subject to subsection (2) and section 68, (a) for the purposes of clause 329.5(4)⁠(c) of the Act, a corporation may acquire or increase a substantial investment in a designated body corporate; and (b) for the purposes of subsection 329.5(5) of the Act, where a corporation controls a designated body corporate, the corporation may give up control of, and keep a substantial investment in, the designated body corporate. 67(2) Where the designated body corporate is a foreign institution, subsection (1) applies only if the activities of the designated body corporate are regulated by laws of the jurisdiction in which it carries on business. M.R. 7/99 68 A corporation shall not acquire or increase a substantial investment in a designated body corporate pursuant to clause 67(1)⁠(a), or give up control of and keep a substantial investment in a designated body corporate pursuant to clause 67(1)⁠(b), if, after the acquisition, increase or giving up of control, the total value of the following would exceed 50% of the corporation's regulatory capital: (a) all shares beneficially owned by the corporation, and all shares beneficially owned by entities controlled by the corporation, in designated bodies corporate in which the corporation has a substantial investment but over which it does not exercise control; (b) all loans held by the corporation, and all loans held by entities controlled by the corporation, that were made to designated bodies corporate in which the corporation has a substantial investment but over which it does not exercise control; and (c) all outstanding guarantees given by the corporation, and all outstanding guarantees given by entities controlled by the corporation, on behalf of designated bodies corporate in which the corporation has a substantial investment but over which it does not exercise control. M.R. 7/99 69 A corporation that has a substantial investment in a designated body corporate over which it does not exercise control shall not make a loan to, or give a guarantee on behalf of, the designated body corporate, or permit entities controlled by it to do so, if, after the making of the loan or giving of the guarantee, the total value referred to in section 68 would exceed 50% of the corporation's regulatory capital. M.R. 7/99 Calculation of total values in sections 68 and 69 70 For the purposes of calculating the total values referred to in sections 68 and 69, no amount shall be included in respect of shares acquired pursuant to sections 329.8 and 329.9 and subsections 329.10(1) to (5) of the Act. M.R. 7/99 VALUATION OF REAL PROPERTY INTERESTS Definitions and interpretation 71(1) In this section and sections 72 to 77, "designated entity" means an entity other than (a) a joint venture, (b) an insurance corporation, (c) a securities dealer, or (d) an entity that is controlled by an insurance corporation or a securities dealer; (« entité désignée ») "insurance corporation" means an insurance corporation incorporated by or under the laws of Canada or a province; (« corporation d'assurance ») "joint venture" means a real property entity (a) that was formed by a corporation, or by a designated entity controlled by a corporation and one or more other persons for the purpose of a specific business undertaking, (b) in which the corporation or a designated entity has a substantial investment, and (c) in respect of which the persons who formed the entity have agreed on joint control, regardless of the distribution of their equity; (« coentreprise ») "real property entity" means a real property corporation or a real property holding vehicle; (« entité de biens réels ») "related real property entity" , in relation to a corporation, means (a) a real property entity, other than a designated entity controlled by the corporation, in which the corporation or a designated entity controlled by the corporation beneficially owns sufficient shares or ownership interests to cause the corporation or designated entity to have a substantial investment in the real property entity, or (b) a real property entity that is controlled by a real property entity described in clause (a); (« entité de biens réels apparentée ») "securities dealer" means an entity described in subclause (f) of the definition "financial institution" in section 315 of the Act; (« négociant en valeurs mobilières ») "third party" , in respect of a corporation, means a person other than (a) the corporation, (b) a designated entity controlled by the corporation, or (c) a related real property entity of the corporation. (« tiers ») 71(2) For the purposes of sections 329.15 and 329.17 of the Act, a prescribed subsidiary of a corporation is a subsidiary of the corporation other than an insurance corporation, a securities dealer or a subsidiary of an insurance corporation or securities dealer. 71(3) For the purposes of sections 73 to 76, the book value of an asset that is an interest of a corporation in real property, at a particular time, is (a) where the asset is real property, the gross book value of the real property, less any accumulated depreciation on the real property, that would be reported on a balance sheet of the corporation prepared as at that time in accordance with section 10 of this regulation and subsections 149(1) and (3) of the Act; (b) where the asset is a security or loan, the book value of the security or loan that would be reported on a balance sheet of the corporation prepared as at that time in accordance with section 10 of this regulation and subsections 149(1) and (3) of the Act. M.R. 7/99 72(1) For the purposes of Division IV of Part XXIV of the Act, other than subsection 329.11(3), the interests of a corporation set out in subsections 73(1), 74(1), 75(1), 76(1) and 77(1) are prescribed and defined to be interests in real property. 72(2) For the purposes of subsection 329.11(3) of the Act, the following are defined to be interests in real property: (a) real property referred to in clause 76(1)⁠(a); (b) shares and ownership interests referred to in clause 76(1)⁠(b); that become beneficially owned by the corporation, or by a designated entity controlled by the corporation, as a result of the realization of a security interest on a loan or debt obligation referred to in subsection 76(1). M.R. 7/99 Direct interests — real property and debt obligations 73(1) The following are interests of a corporation in real property: (a) real property beneficially owned by the corporation, or by a designated entity controlled by the corporation; (b) a debt obligation issued for the purposes of acquiring or improving the real property referred to in clause (a), or secured by that real property, for which the corporation, or a designated entity controlled by the corporation, is liable. 73(2) The value of a corporation's interest in real property (a) in respect of real property referred to in clause (1)⁠(a), is the book value of the real property; and (b) in respect of a debt obligation referred to in clause (1)⁠(b), is any amount by which the book value of the debt obligation exceeds the book value of the real property referred to in that clause. M.R. 7/99 Indirect interests — real property, shares and ownership interests 74(1) The following are interests of a corporation in real property: (a) at a particular time, real property beneficially owned by a related real property entity of the corporation that is a joint venture or by an entity in which such a joint venture has a substantial investment, where the real property would be reported on a balance sheet of the corporation prepared as at that time in accordance with section 10 of this regulation and subsections 149(1) and (3) of the Act; (b) the shares and ownership interests beneficially owned by the corporation, or by a designated entity controlled by the corporation, in any related real property entity of the corporation other than a related real property entity referred to in clause (a). 74(2) The value of a corporation's interest in real property (a) in respect of real property referred to in clause (1)⁠(a), is the book value of the real property; and (b) in respect of the shares and ownership interests referred to in clause (1)⁠(b), is the book value of the shares and ownership interests. M.R. 7/99 Indirect interests — loans and debt obligations 75(1) The following are interests of a corporation in real property: (a) a debt obligation issued by a related real property entity of the corporation and beneficially owned by the corporation or by a designated entity controlled by the corporation; (b) a loan made by the corporation, or by a designated entity controlled by the corporation, to a related real property entity of the corporation; (c) a loan made by the corporation, or by a designated entity controlled by the corporation, to (i) a real property entity in which a securities dealer or insurance corporation controlled by the corporation has a substantial investment, or (ii) a real property entity that is controlled by a real property entity described in subclause (i); (d) a debt obligation issued by a real property entity described in clause (c) and beneficially owned by the corporation or by a designated entity controlled by the corporation; (e) a debt obligation that is (i) issued by a related real property entity of the corporation, (ii) beneficially owned by a third party, and (iii) guaranteed by the corporation or by a designated entity controlled by the corporation; and (f) a loan made by a third party to a related real property entity of the corporation and guaranteed by the corporation or by a designated entity controlled by the corporation. 75(2) The value of a corporation's interest in real property (a) in respect of a debt obligation referred to in clause (1)⁠(a) or (d), is the book value of the debt obligation; (b) in respect of a loan referred to in clause (1)⁠(b) or (c), is the book value of the loan; and (c) in respect of a guaranteed debt obligation referred to in clause (1)⁠(e) or a guaranteed loan referred to in clause (1)⁠(f), (i) where the debt obligation is issued by, or the loan is made to, a related real property entity that beneficially owns real property that is an interest of the corporation in real property under clause 74(1)⁠(a), is any amount by which the face value of the guarantee exceeds the value of the real property calculated in accordance with clause 74(2)⁠(a), and (ii) in any other case, is the face value of the guarantee. M.R. 7/99 Indirect interests — secured loans and debt obligations 76(1) Where a corporation or a designated entity controlled by the corporation makes a loan to, or beneficially owns or guarantees the debt obligations of, a third party, the loan or debt obligation is an interest of the corporation in real property if it is secured by (a) real property beneficially owned by a third party in conjunction with (i) the corporation, (ii) the designated entity, (iii) a related real property entity of the corporation, (iv) a securities dealer or insurance corporation controlled by the corporation, (v) an entity controlled by a securities dealer or insurance corporation referred to in subclause (iv), or (vi) a real property entity described in clause 75(1)⁠(c); or (b) shares or ownership interests beneficially owned by a third party in (i) an entity that beneficially owns real property in conjunction with the corporation, a related real property entity of the corporation or a designated entity controlled by the corporation, or (ii) a related real property entity of the corporation. 76(2) The value of a corporation's interest in real property (a) in respect of a loan or debt obligation that is secured by real property referred to in clause (1)⁠(a), is the lesser of (i) the net realizable value of the third party's interest in the real property at the time that the security interest was given, and (ii) either (A) where the loan was made by the corporation or a designated entity controlled by the corporation or the debt obligation is beneficially owned by the corporation or a designated entity controlled by the corporation, the book value of the loan or debt obligation, or (B) where the debt obligation is guaranteed by the corporation or a designated entity controlled by the corporation, the face value of the guarantee, less the total net realizable value of any other security interests that were given for the loan or debt obligation; (b) in respect of a loan or debt obligation that is secured by shares or ownership interests beneficially owned by a third party in an entity referred to in subclause (1)⁠(b)⁠(i), is the lesser of (i) the net realizable value of the third party's interest in those shares or ownership interests at the time that the security interest was given, and (ii) either (A) where the loan was made by the corporation or a designated entity controlled by the corporation or the debt obligation is beneficially owned by the corporation or a designated entity controlled by the corporation, the book value of the loan or debt obligation, or (B) where the debt obligation is guaranteed by the corporation or a designated entity controlled by the corporation, the face value of the guarantee, less the amount by which (C) the total net realizable value of all security interests that were given for the loan or debt obligation, exceeds (D) the product obtained by multiplying the net realizable value of the entity's interests in the real property referred to in subclause (1)⁠(b)⁠(i) by the percentage that the shares or ownership interests that are given as the security interest constitute of the total outstanding shares or ownership interests in the entity; and (c) in respect of a loan or debt obligation that is secured by shares or ownership interests beneficially owned by a third party in a related real property entity referred to in subclause (1)⁠(b)⁠(ii), is the lesser of (i) the net realizable value of the third party's interest in those shares or ownership interests at the time that the security interest was given, and (ii) either (A) where the loan was made by the corporation or a designated entity controlled by the corporation or the debt obligation is beneficially owned by the corporation or a designated entity controlled by the corporation, the book value of the loan or debt obligation, or (B) where the debt obligation is guaranteed by the corporation or a designated entity controlled by the corporation, the face value of the guarantee, less the total net realizable value of any other security interests that were given for the loan or debt obligation. M.R. 7/99 Other interests 77(1) The following are interests of a corporation in real property: (a) a guarantee given by the corporation, or by a designated entity controlled by the corporation, to an entity other than the corporation or the designated entity for the purpose of completing the development of real property that is beneficially owned by (i) the corporation, (ii) a designated entity controlled by the corporation, or (iii) a related real property entity of the corporation; (b) an agreement made by the corporation, or by a designated entity controlled by the corporation, to support a third party's cost of operating or financing real property that is beneficially owned by (i) the corporation, (ii) a designated entity controlled by the corporation, or (iii) a related real property entity of the corporation. 77(2) The value of a corporation's interest in real property (a) in respect of a guarantee referred to in clause (1)⁠(a), is the estimated cost of completing the development of the real property; and (b) in respect of a agreement referred to in clause (1)⁠(b), is the amount of any funds advanced by the corporation, or by a designated entity controlled by the corporation, pursuant to the agreement. M.R. 7/99 REGULATORY CAPITAL Definitions 78 In this section and sections 79 and 80, "designated entity" means an entity other than (a) an insurance corporation, (b) a securities dealer, or (c) an entity that is controlled by an insurance corporation or a securities dealer; (« entité désignée ») "insurance corporation" means an insurance corporation incorporated by or under the laws of Canada or a province; (« corporation d'assurance ») "minority interest" means an equity interest, in an entity that is controlled by a corporation, that is held by a person other than (a) the corporation, (b) an entity controlled by the corporation; (« participation minoritaire ») "securities dealer" means an entity described in subclause (f) of the definition "financial institution" in section 315 of the Act. (« négociant en valeurs mobilières ») M.R. 7/99 Regulatory capital 79(1) Subject to subsection (2) and section 80, the regulatory capital of a corporation, at a particular time, is the aggregate of the amounts of (a) shareholders' equity; (b) minority interests; and (c) subordinated indebtedness; that would be reported in the financial statements of the corporation prepared as at that time in accordance with section 10 of this regulation and subsections 149(1) and (3) of the Act, less the amount of goodwill that would be included in those financial statements. 79(2) In calculating the amount of regulatory capital under subsection (1), an amount may be included in respect of a security only if (a) the security is, by its terms, subordinate in right of payment to all deposit liabilities and all other liabilities of the entity that issued the security, other than liabilities that, by their terms, rank equally with, or are subordinated to, that security; (b) the security is issued and fully paid-up; and (c) in respect of subordinated indebtedness or a preferred share, the security (i) has an initial minimum term of five years or more or has no term, and (ii) cannot be redeemed or purchased for cancellation in the first five years after it is issued. M.R. 7/99 80(1) For the purposes of sections 329.15, 329.16 and 329.17 of the Act, the regulatory capital of a corporation is the amount calculated in accordance with section 79, less the aggregate of (a) the amounts of shareholders' equity and subordinated indebtedness of an insurance corporation or securities dealer controlled by the corporation, or an entity controlled by such an insurance corporation or securities dealer, that are included in the amount of the regulatory capital of the corporation calculated in accordance with section 79; (b) the amount of investments, other than shareholders' equity or subordinated indebtedness referred to in clause (a), of the corporation, or a designated entity controlled by the corporation, in an insurance corporation or securities dealer controlled by the corporation or in an entity controlled by such an insurance corporation or securities dealer, where the investments are part of the capital of the insurance corporation or securities dealer; (c) the amount of loans, other than subordinated indebtedness referred to in clause (a), made by the corporation, or by a designated entity controlled by the corporation, to an insurance corporation or securities dealer controlled by the corporation or to an entity controlled by such an insurance corporation or securities dealer, where the loans are part of the capital of the insurance corporation or securities dealer; and (d) the amount of a minority interest in an insurance corporation or securities dealer controlled by the corporation, or in an entity controlled by such an insurance corporation or securities dealer, that is included in the amount of regulatory capital of the corporation calculated in accordance with section 79. 80(2) For the purposes of clause 79(1)⁠(a), "capital" , in relation to an insurance corporation or a securities dealer, means an amount that would be treated as capital by a regulatory body that regulates that insurance corporation or securities dealer. 80(3) In subsection 317(4) of the Act, "unimpaired capital account and reserve" has the same meaning as regulatory capital has in section 79. 80(4) In subsections 336(7), (10) and (11) of the Act, "unimpaired capital and reserve funds" has the same meaning as regulatory capital has in section 79. M.R. 7/99 SPECIALIZED FINANCING CORPORATIONS 81 For the purposes of the definition of "specialized financing body corporate" in subsection 329.1(1) of the Act, a body corporate in which a corporation has acquired or proposes to acquire a substantial investment that is primarily engaged in providing specialized business management, in making investments or in providing financial or advisory services is a specialized financing corporation if, at the time that the corporation acquires the substantial investment, and at any time thereafter (a) the body corporate holds no shares or ownership interests in (i) a financial institution, (ii) an entity that is engaged primarily in the leasing of motor vehicles to customers in Canada for the purpose of extending credit to a customer or financing a customer's acquisition of a motor vehicle, (iii) an entity that is engaged primarily in providing temporary possession of personal property, including motor vehicles, to customers in Canada for a purpose other than to finance the customer's acquisition of the property, or (iv) an entity acting as an insurance broker or agent in Canada; (b) the aggregate book value of all shares or ownership interests that the body corporate holds in an entity in which the body corporate has a substantial investment does not exceed $90,000,000; (c) the aggregate of the book value of the shares held by the corporation and the corporation's subsidiaries in the body corporate and in all specialized financing bodies corporate and the amount of loans that the corporation and its subsidiaries have made to the body corporate and all specialized financing bodies corporate that are outstanding does not exceed twice the value of the body corporate's shareholders equity; (d) the aggregate amount of all loans that were made to the body corporate by all entities and that are outstanding does not exceed twice the value of the body corporate's shareholders' equity; (e) the aggregate of the book value of the shares and ownership interests held by the corporation and the corporation's subsidiaries, other than subsidiaries that are specialized financial bodies corporate, in the body corporate and all entities in which the body corporate has a substantial investment and the amount of all loans that the corporation and its subsidiaries, other than subsidiaries that are specialized financial bodies corporate, have made to the body corporate and to all such entities and that are outstanding does not exceed 25% of the corporation's regulatory capital; and (f) the body corporate has not held a substantial investment in any entity for more than 10 years. M.R. 7/99 82 For the purposes of section 81, (a) the value of a body corporate's debt and shareholders' equity is the value indicated on its balance sheet, prepared on an unconsolidated basis; and (b) the book value of the shares and ownership interests held by an entity is the book value indicated on the entity's balance sheet. M.R. 7/99 83 For the purposes of clause 81(c), where a corporation has a substantial investment in two or more bodies corporate that purport to be specialized financing bodies corporate, the status of each body corporate shall be determined in the order that the corporation acquired or increased its substantial investment in it. M.R. 7/99 PART VII FEES Fees 84 The fees payable under the Act are set out in Schedule C to this regulation. M.R. 7/99; 43/2002 Refunds 85 Where the prescribed fee has been paid on delivery of articles, registrations, statements or orders which are later withdrawn, abandoned or refused, one-half of the prescribed fee shall be retained and the balance repaid to the person who remitted the fee. M.R. 7/99 PART VIII PUBLICATION OF NOTICES Publication of notices by the Director 86(1) In this section, "Internet" means the open and decentralized global network connecting networks of computers and similar devices to each other for the electronic exchange of information using standardized communication protocols. 86(2) For the purposes of section 189.1 and subsections 13(1), 20(8), 174.1(7), 205(2), 206(4), 255(2) and 258(3) of the Act, a notice that the Director is required to publish under that section or any of those subsections (a) shall be published on the Internet at the Government of Manitoba website; and (b) must not be removed from the Internet until at least three months after it is first available there. 86(3) For the purposes of clause (2)⁠(b), a notice shall not be considered to have been removed from the Internet only by reason of interruption of Internet service, whether the interruption is on the client side or the server side. M.R. 43/2002 SCHEDULE A FORMS Forms 1-18 [Repealed] M.R. 48/2007 Form 19 [Repealed] M.R. 53/2003 Forms 20-22 [Repealed] M.R. 48/2007 Form 23 [Repealed] M.R. 7/99 Form 24 [Repealed] M.R. 48/2007 Form 25 [Repealed] M.R. 77/2001 Form 26 Application for Business Authorization Form 27 Application to Amend Business Authorization Form 28 Annual Business Return SCHEDULE B (Section 38) TABLE OF BONDS REQUIRED Column I Total Securities Column II Minimum Amount of Bonding 1. $1,000,000 or less 25% of total securities 2. $1,000,000 to $5,000,000 $250,000. plus 10% of total securities in excess of $1,000,000. 3. $5,000,000 to $10,000,000 $650,000. plus 3% of total securities in excess of $5,000,000. 4. $10,000,000 to $100,000,000 $800,000. plus 0.6% of total securities in excess of $10,000,000. 5. $100,000,000 to $1,000,000,000 $1,340,000 plus 0.2% of total securities in excess of $100,000,000. 6. $1,000,000,000 or more $3,140,000. plus 0.02% of total securities in excess of $1,000,000,000. SCHEDULE C FEES The following fees are payable under the Act: 1 Issuance by the Director of a certificate of (a) incorporation of a corporation with share capital — $350; (b) incorporation of a corporation without share capital — $120; (c) amalgamation — $350; (d) continuance or discontinuance — $350; (e) amendment of articles of a corporation with share capital other than an amendment under clause (h) — $175; (f) articles of reorganization or arrangement — $350; (g) restated articles — $175; (h) amendment of articles converting a corporation — $350; (i) amendment of articles of a corporation without share capital other than an amendment under clause (h) — $60; (j) revival of a corporation with share capital — $175; (k) revival of a corporation without share capital — $60; (l) dissolution — $60; (m) registration of a federal or extra-provincial body corporate with share capital — $350; (n) registration of a federal or extra-provincial body corporate without share capital — $120; (o) supplementary registration of a federal or extra-provincial body corporate — $175. M.R. 294/88; 213/92; 43/2002 ; 87/2004 ; 80/2013 ; 92/2018 2 Issuance by the Director of a certificate of intent to dissolve or certificate of revocation of intent to dissolve — $60. M.R. 294/88; 213/92; 87/2004 ; 80/2013 3 Issuance by the Director of a certificate of cancellation of registration (federal or extra-provincial body corporate) — $60. M.R. 294/88; 213/92; 87/2004 ; 80/2013 4 Issuance by the Director of a certificate of restoration of registration (federal or extra-provincial body corporate) (a) with share capital — $175; (b) without share capital — $60. M.R. 294/88; 213/92; 87/2004 ; 80/2013 ; 92/2018 5(1) Annual return of a body corporate (a) with share capital 5(2) Amended annual return of a body corporate, whether with share capital or without, amending or correcting a previously filed annual return 6 Application to obtain or amend business authorization of a trust corporation, loan corporation, extra-provincial trust corporation or extra-provincial loan corporation: 6.1 Annual business returns of a trust corporation, loan corporation, extra-provincial trust corporation or extra-provincial loan corporation: (a) for each return: 7 Request to reserve one name — $45. M.R. 294/88; 213/92; 87/2004 ; 80/2013 8 Notation of a name or renewal — $60. M.R. 294/88; 213/92; 87/2004 ; 80/2013 9 Order of Director — $175. M.R. 294/88; 213/92; 87/2004 ; 80/2013 10 [Repealed] M.R. 294/88; 213/92; 87/2004 11 Filing new power of attorney — $40. M.R. 294/88; 213/92; 87/2004 ; 80/2013 12 Certificate of Status — $40. M.R. 294/88; 213/92; 87/2004 ; 80/2013 13 Certificate of Search — $40. M.R. 294/88; 213/92; 87/2004 ; 80/2013 14 Personal search of each corporate file — $7. M.R. 294/88; 213/92; 122/94; 77/2001 ; 134/2018 ; 26/2020 15 [Repealed] M.R. 26/2020 M.R. 294/88; 213/92; 80/2013 ; 26/2020 16 [Repealed] M.R. 26/2020 M.R. 213/92; 87/2004 ; 26/2020 17 Certified copy of (a) articles of any kind — $40; (b) a Certificate of Registration or Supplementary Certificate of Registration — $40; (c) [repealed] M.R. 26/2020 ; (d) any document not otherwise provided for — $20. M.R. 294/88; 213/92; 162/93; 87/2004 ; 80/2013 ; 26/2020 18 Photocopy of (a) articles of any kind — $20; (b) a Certificate of Registration or Supplementary Certificate of Registration — $20; (c) [repealed] M.R. 26/2020 ; (d) any document not otherwise provided for — $15. M.R. 213/92; 162/93; 87/2004 ; 80/2013 ; 26/2020 19 [Repealed] M.R. 213/92; 87/2004 ; 26/2020 20 Facsimile transmission of the contents of a file or part of a file: 20.1 File summary 20.2 [Repealed] M.R. 122/94; 43/2002 20.3 The fee for expedited service (not applicable to the any of the items described in sections 5, 6, 13, 14, 20 and 20.1) is double the usual fee to a maximum of $200 more than the usual fee. M.R. 122/94; 77/2001 ; 43/2002 ; 87/2004 ; 80/2013 ; 26/2020 21 Notwithstanding clause 1(g), no fee shall be payable where restated articles are filed concurrently with articles of amendment or pursuant to a direction of the Director. M.R. 294/88; 213/92 22 [Repealed] M.R. 294/88; 213/92; 43/2002