The Corporations Act

The Corporations Act, C.C.S.M. c. C225 bilingual version (HTML) Table of Contents Section PART I INTERPRETATION AND APPLICATION 1 Definitions and interpretation 2 Application 2.1 Individual with significant control 3 Exceptions re application 4 Objects and powers of existing corporations PART II INCORPORATION 5 Incorporators 6 Articles of incorporation 7 Filing of articles 8 Certification of incorporation 9 Effect of certificate 10 Name of corporation 11 Reservation, designating number and notation of name 12 Prohibitions re names 13 Certificate of amendment re name 14 Pre-incorporation contracts PART III CAPACITY AND POWERS 15 Capacity of a corporation 16 Powers of a corporation and preservation of rights 17 No constructive notice 18 Authority of directors, officers and agents PART IV REGISTERED OFFICE AND RECORDS 19 Registered office 20 Corporate and other records 21 Access to corporate records 21.1 Register of individuals with significant control 21.2 Inability to identify individuals 21.3 Disclosure to Director 21.4 Offence — preparation and maintenance of register 21.5 Information from register to authorized officials 21.6 Request for law enforcement purposes 21.7 Offence 22 Form of records and precautions as to records 23 Corporate seal 23.1 Definitions PART V CORPORATE FINANCE 24 Shares 25 Issue of shares 26 Stated capital account 27 Shares in series 28 Pre-emptive right 29 Options and rights 29.1 Restriction regarding bearer shares 30 Corporation holding its own shares 31 Exceptions 32 Acquisition of corporation's own shares 33 Alternative acquisition of corporation's own shares 34 Redemption of shares 35 Donated shares 36 Other reduction of stated capital 37 Adjustment of stated capital account 38 Contract for the purchase of shares of the corporation 39 Commission for sale of shares 40 Dividends 41 Payment of dividend 42 Repealed 43 Shareholder immunity and lien on shares PART VI SECURITY CERTIFICATES, REGISTERS AND TRANSFERS 44 Transfers of securities 45 Security certificates 46 Securities records 47 Registered holder 48 Overissue 49-76 Repealed PART VII TRUST INDENTURES 77 Definitions and application 78 Conflict of interest 79 Qualification of trustee 80 List of security holders 81 Evidence of compliance 82 Form of evidence of compliance 83 Further evidence of compliance 84 Trustee may require evidence of compliance 85 Notice of default 86 Duty of care 87 Reliance on statements 88 No exculpation PART VIII RECEIVERS AND RECEIVER-MANAGERS 89 Functions of receiver 90 Functions of receiver-manager 91 Directors' powers cease 92 Duty to act 93 Duty under instrument 94 Duty of care 95 Directions given by court 96 Duties and liability of receiver and receiver-manager PART IX DIRECTORS AND OFFICERS 97 Power of directors and number of directors 98 By-laws 99 Meeting to organize corporation 100 Qualifications of directors 101 Term of office and election of directors 102 Cumulative voting 103 Ceasing to hold office 104 Removal of directors 105 Notice of meetings and director's statement 106 Filling vacancy 107 Number of directors 108 Notice of change of directors 109 Meeting of directors 110 Delegation 111 Validity of acts of directors and officers 112 Resolution in lieu of meeting 113 Liability of directors 114 Liability of directors for wages 114.1 Deemed directors 115 Disclosure of interest in contract 116 Officers 117 Duty of care of directors and officers 118 Dissent 119 Indemnification 120 Remuneration PART X RETURNS AND INSIDERS DIVISION I — RETURNS 121 Annual return 122 Special return 123 Ownership of shares 124 Offence DIVISION II — INSIDERS 125 Interpretation and liability PART XI SHAREHOLDERS 126 Place of meetings 126.1 Repealed 127 Calling meetings 128 Record date 129 Notice of meeting and business 130 Waiver of notice 131 Shareholder proposals 132 Shareholder list 133 Quorum 134 Representative 135 Voting 136 Resolution in lieu of meeting 137 Meeting called by shareholder 138 Meeting called by court 139 Court review of election 140 Shareholder agreements PART XII PROXIES 141 Definitions 142 Appointing proxyholder 143 Mandatory solicitation 144 Soliciting proxies 145 Exemption order 146 Attendance and voting by proxyholder 147 Duties of registrant 148 Restraining order PART XIII FINANCIAL DISCLOSURE 149 Annual and interim financial statements 150 Exemption by commission 151 Consolidated statements 152 Approval and circulation of financial statements 153 Copies to shareholders 154 Copies to Director 155 Qualification of auditor 156 Appointment and remuneration of auditor 157 Dispensing with auditor 158 Ceasing to hold office 159 Removal of auditor 160 Filling vacancy 161 Court appointed auditor 162 Right and duties of auditor 163 Examination by auditor 164 Right to information 165 Audit committee 166 Qualified privilege (defamation) PART XIV FUNDAMENTAL CHANGES 167 Amendment of articles 168 Constraints on share transfers 169 Proposal to amend 170 Class vote 171 Delivery of articles and reduction of stated capital 172 Certificate of amendment 173 Effect of certificate 174 Restated articles and restated certificate of incorporation 174.1 Reissue of articles in English or French 175 Amalgamation 176 Amalgamation agreement 177 Shareholder approval 178 Vertical and horizontal short-form amalgamation 179 Delivery of articles of amalgamation and declarations 180 Effect of certificate 181 Continuance in Manitoba 182 Continuance outside Manitoba 183 Borrowing powers and extraordinary sale 184 Shareholders' right to dissent 185 Reorganization and arrangement PART XV POWER OF ATTORNEY 186 Power of attorney PART XVI REGISTRATION OF BODIES CORPORATE 187 Registration of bodies corporate 188 Preliminary matters 189 Transitional license or registration and amendment thereof 189.1 Publication of notice of certificate of registration 190 Application for registration certificate 191 Prohibited names 192 Filing documents upon change 193 Restriction on certificate or refusal to register 194 Cancellation of registration 195 Service of process 196 Estate of minor, mentally incompetent or deceased person 197 Actions 198 Real property 199 Investigation 199.1 Registration of trust and loan corporations 199.2 Effect of business authorization for trust and loan corporations 199.3 Application for Supplementary Registration 199.4 Extra-provincial registrations PART XVII LIQUIDATION, DISSOLUTION AND REVIVAL 200 Revival by the Director 201 Revival by court 202 Certificate of revival 203 Dissolution 204 Voluntary liquidation and dissolution 205 Dissolution by Director 206 Dissolution by court order 207 Further grounds for dissolution by court 208 Supervision of voluntary liquidation 209 Show cause order and publication 210 Powers of court 211 Effect of order 212 Cessation of business and powers 213 Appointment of liquidator 214 Duties of liquidator 215 Powers of liquidator and court 216 Final account and order 217 Right to distribution in money 218 Custody of records 219 Continuation of actions 220 Unknown claimants 221 Vesting in Crown and effect of certificate PART XVIII INVESTIGATION 222 Application for investigation 223 Powers of court 224 Powers of inspector and exchange of information 225 Hearing in camera and right to counsel 226 Criminating statements 227 Absolute privilege (defamation) 228 Information re ownership and control and offence 229 Solicitor-client privilege 230 Inquiries PART XIX REMEDIES, OFFENCES AND PENALTIES 231 Definitions 232 Commencing derivative action 233 Powers of court 234 Application to court re oppression 235 Shareholder approval, discontinuance and costs 236 Application to court to rectify records 237 Application for directions 238 Refusal by Director 239 Appeal from Director's decision 240 Restraining or compliance order 241 Summary application to court 242 Offences re reports and liability of directors 243 Offence 244 Order to comply 245 Time limited for proceedings PART XX GENERAL 246 Notice to directors and shareholders 247 Notice to and service upon a corporation 248 Waiver of notice 249 Certificate of Director 250 Certificate of corporation 251 Copies 251.1 Execution of documents in counterparts 252 Proof required by Director 253 Appointment of Director 254 Regulations, forms and fees 255 Execution and filing of articles and statements 255.1 Form and content of documents 256 Certificate of search or compliance 257 Alteration of a document 258 Correction of a document 258.1 Cancellation of a document 259 Inspection of a document 260 Records of Director 261 Transitional PART XXI COMMUNITY DEVELOPMENT CORPORATIONS 262 Application 263 One corporation in any area 264 Limitation on the distribution of profits or assets PART XXII CORPORATIONS WITHOUT SHARE CAPITAL 265 Application 266 Interpretation 267 Consent of minister 268 Additional requirements in articles 269 Directors 270 Use of word "Incorporated" 271 Number of members and classes of membership 272 Admission to membership 273 Voting powers of members 274 Memberships not transferable 275 By-laws 276 By-laws re groups and delegates 277 Disposition of property on dissolution PART XXIII INSURANCE CORPORATIONS 278 Interpretation 279 Application 280 Approval of Superintendent of Insurance 281 By-laws to be filed with Superintendent 282 Restrictions on incorporation 283 Revocation of charter DIVISION I — SHARE CAPITAL INSURANCE CORPORATIONS 284 Application 285 Incorporation 286 Applicants to give notice 287 Money on shares paid to bank or trust company DIVISION II — MUTUAL INSURANCE CORPORATIONS 288 Application and incorporation 289 Name 290 Subscription book 291 Calling meeting of subscribers 292 Election of board of directors, etc. 293 Documents filed with applicaton 294 Members 295 Cash premium 296 Voting 297 Vote where two or more persons 298 Vote of trustee member 299 Quorum 300 Persons eligible as directors 301 Member corporation 302 Repealed 303 Meeting of directors 304 Establishment of branches 305 Rates 306 Liability of branch members 307 Expenses divided DIVISION III — BENEVOLENT CORPORATIONS 308 Application 309 Incorporation 310 Investments 311 Limit benefits 312 Borrowing power 313 Treasurer 314 Disputes PART XXIV TRUST AND LOAN CORPORATIONS 315 Definitions 315.1 Appointment of Director DIVISION I — GENERAL 316 Application and limitations on loan operations 317 Deposit insurance 318 Purchase and sale of business and property by corporation 319 Amalgamation DIVISION II — INCORPORATION 320 Minister's approval and contents of articles 321 Capital requirements, share restrictions and directors' qualifications DIVISION III — POWERS 322 Trust corporation powers re deposits and securities 323 Appointment as trustee, etc. 324 Account of administration 325 Trust funds separate 326 Additional trust corporation powers 327 Loan corporation powers DIVISION IV — AUTHORIZED LOANS AND INVESTMENTS 328-329 Repealed 329.1 Definitions and interpretation 329.2 Non-application of Division 329.3 Investment standards 329.4 Restriction on substantial investments 329.5 Permitted substantial investments 329.6 Similar activities 329.7 Undertakings 329.8 Temporary investment in body corporate 329.9 Loan workouts 329.10 Realizations 329.11 Exclusion from portfolio limits 329.12 Lending limit where regulatory capital not more than $25,000,000. 329.13 Lending limit where regulatory capital more than $25,000,000. 329.14 Meaning of "total assets" 329.15 Limit on total property interest 329.16 Limits on equity acquisitions 329.17 Aggregate limit 329.18 Deemed temporary investment 329.19 Assets transactions 329.20 Restriction on amount of single investment 329.21 Transitional 329.22 Saving 329.23 Restriction on residential mortgages DIVISION V — 330-335 Repealed DIVISION VI — BORROWING POWERS AND STATUTORY LIMITS 336 Borrowing 337 Regulations 338 Canada Deposit Insurance Corporation Act DIVISION VII — LIQUIDITY REQUIREMENTS 339 Reserves for deposits DIVISION VIII — SELF DEALING 340-342 Repealed 342.1 Significant interest 342.2 Acting in concert 342.3 Related party of corporation 342.4 Non-application of this Division 342.5 Conduct review committee 342.6 Prohibited transactions 342.7 Nominal value transactions 342.8 Secured loans 342.9 Deposits 342.10 Borrowing from related party 342.11 Asset transactions 342.12 Services 342.13 Loans etc. to directors and officers 342.14 Limits on certain transactions 342.15 Margin loans 342.16 Exemption by order 342.17 Prescribed transactions 342.18 Market terms and conditions 342.19 Transactions approved by conduct review committee 342.20 Subsequent transactions 342.21 Corporation obligation re related party 342.22 Notice to Director 342.23 Voidable contracts DIVISION IX — SHAREHOLDER RESIDENCE REQUIREMENTS AND RESTRICTIONS 343 Report of transfer of shares 344 Definitions and interpretation 345 Limit on shares held by non-residents 346 Voting rights of non-residents 347 Declaration required by by-law 348 Liability of directors DIVISION X — EXAMINATION OF CORPORATIONS 349 Examination, report and inspection of books by Director 349.1 Examination by Director 349.2 Direction by Director 350 Repealed 351 Report to minister and remedial action 352 Director taking control of corporation 353 Repealed 354 Revesting control in corporation 354.1 Application to court 355 Repealed 356 Divestment orders 357-358 Repealed 359 Recovery of costs 360 Agreements with Canada or other provinces DIVISION XI — BUSINESS AUTHORIZATION 361 Business authorization required 361.1 Foreign body corporate prohibited 362 Renumbered as section 376 363 Application to obtain or amend 364 Form and filing of application 365 Examination of extra-provincial corporation 366 Approval of application 367 Issuing of business authorization 368 Application on amalgamation 369 Previous licence or registration 370 Revocation or suspension of business authorization 371 Right of appeal DIVISION XII — RETURNS 372 Annual business return 373 Filing of additional information 374 Filing of financial information and other documents 375 Penalty and director's liability 376 Commencement HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: PART I INTERPRETATION AND APPLICATION Definitions 1(1) In this Act, "affairs" means the relationships among a body corporate, its affiliates and the shareholders, directors and officers of those bodies corporate but does not include the business carried on by those bodies corporate; (« affaires internes ») "affiliate" means an affiliated body corporate within the meaning of subsection (2); (« groupe ») "articles" means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and any amendments thereto, and includes any Act, statute or ordinance by or under which a body corporate has been incorporated, and any letters patent, supplementary letters patent, certificate of incorporation, memorandum of association, and any other document evidencing corporate existence; (« statuts ») "associate" when used to indicate a relationship with any person means (a) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities, or (b) a partner of that person acting on behalf of the partnership of which they are partners, or (c) a trust or estate in which that person has a substantial beneficial interest or in respect of which he serves as a trustee or in a similar capacity, or (d) a spouse, common-law partner or child of that person, or (e) a relative of that person or of his spouse or common-law partner if that relative has the same residence as that person; (« liens ») "auditor" includes a partnership of auditors; (« vérificateur ») "beneficial interest" means an interest arising out of the beneficial ownership of securities; (« propriété véritable ») "beneficial ownership" includes ownership through a trustee, legal representative, agent or other intermediary; (« propriétaire véritable ») "body corporate" includes a company or other body corporate wherever or however incorporated; (« personne morale ») "business" includes the undertaking carried on by a body corporate, without share capital; (« entreprise ») "commission" means The Manitoba Securities Commission; (« Commission ») "common-law partner" of a person means a person who, not being married to the other person, is cohabiting with him or her in a conjugal relationship of some permanence; (« conjoint de fait ») "corporation" means a body corporate heretofore or hereafter incorporated by or under an Act of the Legislature; (« corporation ») "court" means the Court of King's Bench; (« tribunal ») "Crown" means the Crown in right of the province; (« Couronne ») "debt obligation" means a bond, debenture, note or other evidence of indebtedness or guarantee of a body corporate, whether secured or unsecured; (« titre de créance ») "Director" means the Director appointed under section 253; (« directeur ») "director" means a person occupying the position of director by whatever name called, and "directors" and "board of directors" includes a single director; (« administrateur ») "electronic meeting" means a meeting in which persons participate, or are entitled to participate, electronically; (Version anglaise seulement) "electronically" , in relation to participating in a meeting, means being connected by telephone or other electronic means in a manner that allows all participants to communicate with each other concurrently; (Version anglaise seulement) "extra-provincial body corporate" means a body corporate that is incorporated otherwise than by or under the authority of an Act of the Legislature or of the Parliament of Canada; (« personne morale extra-provinciale ») "fully electronic meeting" means an electronic meeting at which persons who are entitled to participate must do so electronically; (Version anglaise seulement) "incorporator" means a person who signs articles of incorporation; (« fondateur ») "individual" means a natural person; (« particulier ») "liability" includes a debt of a corporation arising under section 38, subsection 184(25) or clause 234(3)⁠(f) or 234(3)⁠(g); (« passif ») "minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Act; (« ministre ») "ordinary resolution" means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution; (« résolution ordinaire ») "person" includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative; (« personne ») "prescribed" means prescribed by the regulations; (« prescrit » ou « réglementaire ») "redeemable share" means a share issued by a corporation (a) that the corporation may purchase or redeem upon the demand of the corporation, or (b) that the corporation is required by its articles to purchase or redeem at a specified time or upon the demand of a shareholder; (« action rachetable ») "registered form" means a registered form as defined in The Securities Transfer Act ; (« nominatif ») "resident of Canada" means an individual who is (a) ordinarily resident in Canada, or (b) not ordinarily resident in Canada, but who is a member of a prescribed class of persons; (« résident canadien ») "security" means a share of any class or series of shares or a debt obligation of a body corporate and includes a certificate evidencing a share or debt obligation; (« valeur mobilière ») "security interest" means an interest in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation; (« sûreté ») "send" includes deliver; (« envoyer ») "series" in relation to shares means a division of a class of shares; (« série ») "shareholder" includes a member of a corporation without share capital except where inconsistent with the provisions of Part XXII; (« actionnaire ») "special Act" means an Act of the Legislature other than this Act or any Act for which this Act is substituted; (« loi spéciale ») "special resolution" means a resolution passed by a majority of not less than 2/3 of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; (« résolution spéciale ») "unanimous shareholder agreement" means an agreement described in subsection 140(2) or a declaration of a shareholder described in subsection 140(3). (« convention unanime des actionnaires ») Affiliated corporations 1(2) For the purposes of this Act, (a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and (b) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other. Control 1(3) For the purposes of this Act, a body corporate is controlled by a person if (a) securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person; and (b) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate. Holding body corporate 1(4) A body corporate is the holding body corporate of another if that other body corporate is its subsidiary. Subsidiary body corporate 1(5) A body corporate is a subsidiary of another body corporate if it is controlled by that other body corporate. Deemed distribution to the public 1(6) For the purposes of this Act, securities of a body corporate (a) issued upon a conversion of other securities; or (b) issued in exchange for other securities; are deemed to be securities that are part of a distribution to the public if those other securities were part of a distribution to the public. Distribution to the public 1(7) For the purposes of this Act, a body corporate has made a distribution to the public, where a security of the body corporate (a) is part of a distribution to the public and in respect of the security, there has been a filing of a prospectus, statement of material facts, registration statement, securities exchange take-over bid circular or similar document under the laws of Manitoba or any jurisdiction outside Manitoba; or (b) is deemed to be part of a distribution to the public, and the security has been issued and a filing referred to in clause (a) would be required if the security were being issued currently; or (c) is listed on a stock exchange. Registered common-law relationship 1(8) For the purposes of this Act, while they are cohabiting, persons who have registered their common-law relationship under section 13.1 of The Vital Statistics Act are deemed to be cohabiting in a conjugal relationship of some permanence. S.M. 2002, c. 24, s. 15 ; S.M. 2002, c. 48, s. 28 ; S.M. 2008, c. 14, s. 135 ; S.M. 2022, c. 4, s. 31 . Application of Act 2(1) Subject to subsections (2) and (3) and section 3, this Act, except where it is otherwise expressly provided, applies to every corporation. Inconsistent provisions 2(2) Where a provision of Part XXI, XXII, XXIII, or XXIV is inconsistent with or repugnant to any other provision of this Act, the provision of that Part in so far as it affects a corporation to which that Part applies supersedes and prevails over the other provision of this Act. Where Part applies to class of corporation 2(3) Where in this Act, it is expressly provided that a Part applies to a particular type or class of corporations, that Part does not apply to a corporation that is not of that type or class. Individual with significant control 2.1(1) For the purposes of this Act, each of the following individuals is an individual with significant control over a corporation: (a) an individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation: (i) the individual is the registered holder of them, (ii) the individual is the beneficial owner of them, or (iii) the individual has direct or indirect control or direction over them; (b) an individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation; (c) an individual to whom prescribed circumstances apply. Joint ownership or control 2.1(2) Two or more individuals are each considered to be an individual with significant control over a corporation if, in respect of a significant number of shares of the corporation, (a) an interest or right, or a combination of interests or rights, referred to in clause (1)⁠(a) is held jointly by those individuals; or (b) a right, or combination of rights referred to in clause (1)⁠(a), is subject to any agreement or arrangement under which the right or rights are to be exercised jointly or in concert by those individuals. Significant number of shares 2.1(3) For the purposes of this section, a significant number of shares of a corporation is (a) any number of shares that carry 25% or more of the voting rights attached to all of the corporation's outstanding voting shares; or (b) any number of shares that is equal to 25% or more of all of the corporation's outstanding shares measured by fair market value. S.M. 2019, c. 25, s. 46 . Exceptions 3(1) Except where it is otherwise expressly provided, (a) this Act does not apply to a body corporate that is a bank incorporated under an Act of Parliament; and (b) Parts II, V and VI, Division I of Part X, and Parts XIII to XIX and Parts XXI to XXIV do not apply to a corporation created for government purposes or municipal purposes or to corporations created under The Public Schools Act . Exceptions 3(2) This Act does not apply (a) to a corporation that is a cooperative within the meaning of The Cooperatives Act except to the extent that The Cooperatives Act makes this Act or any provision of this Act apply to cooperatives; (b) to a corporation that is a credit union or a caisse populaire within the meaning of The Credit Unions and Caisses Populaires Act except to the extent that The Credit Unions and Caisses Populaires Act makes this Act or any provision of this Act apply to credit unions and to caisses populaires; or (c) to The City of Winnipeg or to a municipality that is formed or continued under The Municipal Act . Non-application of certain provisions to insurers 3(3) The following provisions do not apply to an insurer to which Part XXIII applies: (a) section 97; (b) subsections 100(1) and (3); (c) subsections 105(2) to (4); (d) subsections 109(3) and (4); (e) subsection 140(2); (f) section 157; (g) subsection 162(6); (h) subsection 165(1) to (3). R.S.M. 1987 Supp., c. 10, s. 1 ; S.M. 1996, c. 58, s. 448 ; S.M. 2002, c. 39, s. 524 ; S.M. 2004, c. 42, s. 19 ; S.M. 2007, c. 10, s. 39 ; S.M. 2017, c. 34, s. 17 ; S.M. 2021, c. 24, s. 117 . Objects of existing corporations 4(1) Where before the coming into force of this Act, the words "and capable forthwith of exercising all the functions of an incorporated company, with powers and privileges, and subject to the provisions and restrictions applicable thereto, set forth in the said Act, for the objects following, that is to say:" or words of like effect are contained in the articles of a corporation, those words are deemed to be struck out and the words "and capable forthwith of exercising all the functions of a corporation, subject to the provisions and restrictions applicable thereto, and the business of the corporation is restricted to the following:" are deemed to be substituted therefor. Powers of existing corporation 4(2) Where the articles of a corporation excluded, immediately before the coming into force of this Act, any of the powers authorized by any former Companies Act, the articles are deemed to restrict the corporation from exercising the power so excluded. PART II INCORPORATION Incorporators 5(1) One or more persons, being a body corporate or a natural person, may incorporate a corporation by signing and delivering to the Director articles of incorporation. Exception 5(2) No person who (a) is less than 18 years of age; or (b) has the status of a bankrupt; may incorporate a corporation. Articles of incorporation 6(1) Articles of incorporation shall be in the form the Director requires and shall set out, in respect of the proposed corporation, (a) the name of the corporation; (b) the place in Manitoba where the registered office is to be situated, and the address, giving the street and number, if any; (c) the classes and any maximum number of shares that the corporation is authorized to issue, and (i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, and (ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series; (d) if the issue transfer or ownership of shares of the corporation is to be restricted, a statement to that effect, and a statement as to the nature of such restrictions; (e) the number of directors or, subject to clause 102(a), the minimum and maximum number of directors of the corporation, and in every case the names in full of each first director and his residence address giving the street and number, if any; and (f) any restrictions on the businesses that the corporation may carry on. Additional provisions in articles 6(2) The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation. Special majorities 6(3) Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail. Exception 6(4) The articles may not require a greater number of votes of shareholders to remove a director than the number required by section 104. Consent required 6(5) The articles shall have attached, in the form the Director requires, the consent of any first director who is not an incorporator. R.S.M. 1987 Supp., c. 10, s. 2 ; S.M. 2006, c. 10, s. 2 . Filing of Articles 7 An incorporator shall send to the Director articles of incorporation. Certificate of incorporation 8 Upon receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 255. Effect of certificate 9 A corporation comes into existence on the date shown in the certificate of incorporation. Name of corporation 10(1) The word "Limited", "Limitee", "Incorporated", "Incorporee" or "Corporation", or the abbreviation "Ltd.", "Ltee.", "Inc." or "Corp.", shall be part, other than only in a figurative or descriptive sense, of the name of every corporation, but a corporation may use and may be legally designated by either the full or the abbreviated form. Alternative name 10(2) Subject to subsection 12(2), a corporation may set out its name in its articles in an English form or a French form, an English form and a French form, or in a combined English and French form and it may be legally designated by any such form. Name in any language form 10(3) Subject to subsection 12(2), a corporation may set out its name in its articles in any language form and it may be legally designated by any such form. Publication of corporate name 10(4) A corporation shall set out its corporate name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation. Other name 10(5) Subject to subsection (4), section 12 and the provisions of The Business Names Registration Act , a corporation may carry on business under or identify itself by a name other than its corporate name. Offence 10(6) Any person that, while not incorporated, uses or carries on business under a name containing the word "Limited", "Limitee", "Incorporated", "Incorporee" or "Corporation", or the abbreviation "Ltd.", "Ltee.", "Inc." or "Corp.", is guilty of an offence and liable on summary conviction to a fine not exceeding $500. Reservation of name 11(1) The Director may, upon the request in writing of any person, and upon payment of the prescribed fee, reserve a corporate name for the use and benefit of the person or his nominee for a period of 90 days. Designating number 11(2) If requested to do so by the incorporators, the Director shall assign to a corporation as its name, a designating number determined by him. Notation of name 11(3) Any person, partnership or association may give the Director notice of the name under which his or its business or undertaking is carried on and thereupon the Director may, if in his opinion the name is not objectionable, make a notation of the name in his records. Notice of use of name 11(4) The person, partnership or association may (a) within three years of the date when the notation is made pursuant to subsection (3); and (b) within three years of the date when the latest renewal date is noted pursuant to subsection (5); give the Director notice that he or it is still carrying on his or its business or undertaking under the name noted in his records. Notice to be recorded 11(5) The Director shall note in his records the date upon which he receives any notice given pursuant to subsection (3) or (4). Cancellation of notice 11(6) Where the Director does not receive a notice pursuant to subsection (4) within the time required by that subsection, he shall cancel the notation, and thereupon it is deemed for the purposes of subsection 12(4) that the Director has not received notice of the name under this section. S.M. 2014, c. 32, s. 4 . "Business or association" defined 12(1) In this section, "business or association" means an individual, an association or a partnership carrying on business. Prohibited names 12(2) A corporation shall not have a name (a) that, except as prescribed, is identical with the name of an existing body corporate or of a dissolved body corporate; or (b) that, except as prescribed and subject to subsection (4), is the same as the name of a business or association; or (c) that suggests or implies a connection with the Crown, or any member of the Royal Family, or the government of Canada or a province of Canada or any department, branch, bureau, service, agency or activity thereof, without the consent in writing of the appropriate authority; or (d) that includes the words "Loan" or "Trust", unless it is a corporation to which Part XXIV applies; or (e) that the Director for any good and valid reason disapproves; or (f) that is, as prescribed, prohibited or deceptively misdescriptive. Corporation not to be given similar name 12(3) A corporation shall not have a name that is similar to the name of any other body corporate if the use of that name by the corporation would be likely to confuse or mislead, unless the body corporate consents in writing to its name being given in whole or in part to the corporation and, if required by the Director, the body corporate undertakes to dissolve or to change its name within six months after the incorporation of the corporation. Corporation not to be given similar name of business or association 12(4) A corporation shall not have a name that is the same as or similar to the name of a business or association, if the use of that name by the corporation would be likely to confuse or mislead, unless the business or association consents in writing to its name being given in whole or in part to the corporation and, if required by the Director, the business or association undertakes to cease carrying on business or to change its name within six months after the incorporation of the corporation. Reserved name 12(5) A corporation shall not have a name that is reserved for another body corporate, unless the consent in writing is obtained from the person for whose use and benefit the name is reserved. Undertaking not carried out 12(6) Where a corporation obtains a name subject to an undertaking given under subsection (3) or (4) and the undertaking is not carried out within the specified time, the Director may direct the corporation that gives the undertaking or the corporation that has obtained the name to change its name to a name that complies with this Act; and if the corporation fails to comply with the directive within 60 days of the service thereof, the Director may revoke the name of the corporation and assign to it a number, and until changed in accordance with section 167 the name of the corporation is thereafter the number so assigned. Directing change of name 12(7) Where, through inadvertence or otherwise, a corporation (a) comes into existence or is continued with a name; or (b) upon a change of name, obtains a name; that contravenes this section, the Director may direct the corporation to change its name in accordance with section 167. Directing change of name of professional corporation 12(7.1) Where the Director is notified in writing by the proper officer of the governing body of a profession that a corporation whose name was approved by the governing body (a) has not applied for a permit or licence, or a renewal of a permit or licence, to practise the profession; (b) having applied, has been denied a permit or licence or a renewal of a permit or licence to practise the profession; or (c) having been granted a permit or licence to practise the profession, has had the permit or licence suspended, revoked or cancelled; the Director shall direct the corporation to change its name in accordance with section 167 to a name that complies with this Act and the regulations and does not require the written consent of the governing body. Directing change of name 12(8) Where a corporation has a designating number as its name, the Director may direct the corporation to change its name in accordance with section 167, to a name that complies with this Act. Revocation of name 12(9) Where a corporation has been directed under subsection (7), (7.1) or (8) to change its name and has not within 60 days from the service of the directive to that effect changed its name to a name that complies with this Act, the Director may revoke the name of the corporation and assign to it a number and until changed in accordance with section 167, the name of the corporation is thereafter the number so assigned. S.M. 1999, c. 41, s. 62 . Certificate of amendment 13(1) Where a corporation has had its name revoked and a number assigned to it under subsection 12(6) or 12(9), the Director shall issue a certificate of amendment showing the new name of the corporation and shall publish a notice of the change of name in the manner set out in the regulations. Effect of certificate 13(2) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment. S.M. 2000, c. 41, s. 8 . Personal liability in pre-incorporation contracts 14(1) Except as provided in this section, a person who enters into a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to the benefits thereof. Adoption of pre-incorporation contracts 14(2) A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt a written contract made before it came into existence, in its name or on its behalf, and upon the adoption (a) the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; and (b) the person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (3), to be bound by or entitled to the benefits of the contract. Application to court 14(3) Except as provided in subsection (4), whether or not a written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply to a court for an order fixing obligations under the contract as joint and several or apportioning liability between or among the corporation and any person who purported to act in the name of or on behalf of the corporation, and upon the application the court may make any order it thinks fit. Exemption from personal liability 14(4) If expressly so provided in the written contract, a person who purported to act in the name of or on behalf of the corporation before it came into existence is not in any event bound by the contract or entitled to the benefits thereof. PART III CAPACITY AND POWERS Capacity of a corporation 15(1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person. Extra-territorial capacity 15(2) A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Manitoba to the extent that the laws of that jurisdiction permit. Professional practice by corporation 15(3) Where the practice of a profession is governed by an Act, a corporation may practise the profession only if the Act expressly permits the practice of the profession by a corporation and subject to the provisions of such Act. R.S.M. 1987 Supp., c. 10, s. 3 . Powers of a corporation 16(1) It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors. Restricted business or powers 16(2) A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles. Rights preserved 16(3) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act. No constructive notice 17 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed by the Director or is available for inspection at an office of the corporation. Authority of directors, officers and agents 18 A corporation or a guarantor of an obligation of the corporation may not assert against a person dealing with the corporation or with any person who has acquired rights from the corporation that (a) the articles, by-laws or any unanimous shareholder agreement have not been complied with; (b) the persons named in the articles or in the most recent notice sent to the Director under section 108 are not the directors of the corporation; (c) the place named in the most recent notice sent to the Director under section 19 is not the registered office of the corporation; (d) a person held out by the corporation as a director, an officer or an agent of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for the director, officer or agent; (e) a document issued by any director, officer or agent of the corporation with actual or usual authority to issue the document is not valid or not genuine; or (f) the sale, lease or exchange of property referred to in subsection 183(3) was not authorized; except where the person has or ought to have, by virtue of his or her position with or relationship to the corporation, knowledge to the contrary. S.M. 1988-89, c. 11, s. 5 ; S.M. 2006, c. 10, s. 3 . PART IV REGISTERED OFFICE AND RECORDS Registered office 19(1) A corporation shall at all times have a registered office in the place within Manitoba specified in its articles or in a special resolution under subsection (2). Change of location 19(2) A corporation may by special resolution change the location of its registered office to another place within Manitoba. Change of address 19(3) The directors of a corporation may change the address of the registered office within the place specified in the articles or a special resolution. Notice of change 19(4) A corporation shall send to the Director, within 15 days of any change in the location or address of its registered office, a notice of the change in the form the Director requires. Annexation or amalgamation of municipalities 19(5) Where the location of the registered office of a corporation is changed by reason only of the annexation or amalgamation of the place in which the registered office is situate to or with another municipality, that change does not constitute and is not deemed to constitute a change within the meaning of subsection (2). Exception 19(6) Notwithstanding this or any other Act or law, no corporation that is restricted by its articles to any undertaking that is in whole or part of a social nature, other than a corporation commonly known as a service club, shall change the location of any of its premises without the prior consent in writing of the minister. Consent discretionary 19(7) The giving of the consent mentioned in subsection (6) is in the discretion of the minister. S.M. 2006, c. 10, s. 4 . Corporate records 20(1) A corporation shall prepare, and maintain at its registered office or at another place in Manitoba designated by the directors, records containing (a) the articles and the by-laws, and the amendments to them, and a copy of any unanimous shareholder agreement; (b) the minutes of meetings and resolutions of shareholders; (c) a register of directors setting out the name, address and other occupation of each person who is or has been a director of the corporation, and the dates on which he or she became and, if applicable, ceased to be a director; and (d) a securities register that complies with section 46. Other records 20(2) A corporation shall also prepare, and maintain at its registered office or at another place in Manitoba designated by the directors, adequate accounting records and records containing minutes of meetings and resolutions of the directors and of any committee of directors. Directors' access to other records 20(3) A director may, at any reasonable time, inspect a record described in subsection (2). Records in Manitoba 20(4) If the accounting records of a corporation are kept outside Manitoba, the corporation shall keep accounting records, adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis, at the registered office or at another place in Manitoba designated by the directors.

Exception 20(5) Despite subsections (1), (2) and (4), a corporation may keep all or any of the records described in subsections (1) and (2) at a place outside Manitoba if (a) the records are available to be inspected, by means of a computer terminal or other technology, during regular office hours at the corporation's registered office or another place in Manitoba designated by the directors; and (b) the corporation provides the technical assistance to facilitate such inspections. 20(6) [Repealed] S.M. 2006, c. 10, s. 5 . Duplicate register of securities 20(7) The trustee for security holders may maintain at their office a duplicate register of securities. 20(8) [Repealed] S.M. 2006, c. 10, s. 5 . Offence 20(9) A corporation that, without reasonable cause, fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. S.M. 2000, c. 41, s. 9 ; S.M. 2006, c. 10, s. 5 . Access to corporate records 21(1) Shareholders and creditors of a corporation, their agents and legal representatives, and the Director may examine the records referred to in subsection 20(1) during the usual business hours of the corporation, and may take extracts therefrom free of charge and, where the corporation has made a distribution to the public, any other person may do so upon payment of a reasonable fee. Copies of corporate record 21(2) A shareholder of a corporation is entitled upon request and without charge to one copy of the articles and by-laws and of any unanimous shareholder agreement. Shareholder lists 21(3) Shareholders and creditors of a corporation, their agents and legal representatives, the Director and, where the corporation has made a distribution to the public, any other person may, upon payment of a reasonable fee and upon sending to the corporation or its transfer agent the affidavit referred to in subsection (7), require the corporation or its agent to furnish within 10 days from the receipt of the affidavit a list (in this section referred to as the "basic list") made up to a date not more than 10 days before the date of receipt of the affidavit setting out the names of the shareholders of the corporation, the number of shares owned by each shareholder and the address of each shareholder as shown on the records of the corporation. Supplemental lists 21(4) A person requiring a corporation to supply a basic list may, if he states in the affidavit referred to in subsection (3) that he requires supplemental lists, require the corporation or its agent upon payment of a reasonable fee to furnish supplemental lists setting out any changes from the basic list in the names and addresses of shareholders and the number of shares owned by each shareholder for each business day following the date the basic list is made up to. When supplemental lists to be furnished 21(5) The corporation or its agent shall furnish a supplemental list required under subsection (4) (a) on the date the basic list is furnished, where the information relates to changes that took place prior to that date; and (b) on the business day following the day to which the supplemental list relates, where the information relates to changes that take place on or after the date the basic list is furnished. Holders of options 21(6) A person requiring a corporation to supply a basic list or a supplemental list, may also require the corporation to include in that list the name and address of any known holder of an option or right to acquire shares of the corporation. Contents of affidavit 21(7) The affidavit required under subsection (3) shall state (a) the name and address of the applicant; (b) the name and address for service of the body corporate, if the applicant is a body corporate; and (c) that the basic list and any supplemental lists obtained pursuant to subsection (4) will not be used except as permitted under subsection (9). Where applicant a body corporate 21(8) If the applicant is a body corporate, the affidavit shall be made by a director or officer of the body corporate. Use of shareholder list 21(9) A list of shareholders obtained under this section shall not be used by any person except in connection with (a) an effort to influence the voting of shareholders of the corporation; or (b) an offer to acquire shares of the corporation; or (c) any other matter relating to the affairs of the corporation. Offence 21(10) A person who, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Register of individuals with significant control 21.1(1) A corporation must prepare and maintain, at its registered office or at any other place in Manitoba designated by the directors, a register of individuals with significant control over the corporation. The register must contain (a) the name, date of birth and latest known address of each individual with significant control; (b) the jurisdiction of residence for income tax purposes of each individual with significant control; (c) the date on which each individual became or ceased to be an individual with significant control, as the case may be; (d) a description of how each individual is an individual with significant control over the corporation, including, as applicable, a description of their interests and rights in respect of shares of the corporation; (e) any other prescribed information; and (f) a description of each step taken in accordance with subsection (2). Updating of information 21.1(2) At least once during each financial year of a corporation, the corporation must take reasonable steps to ensure that it has identified all individuals with significant control over the corporation and that the information in the register is accurate, complete and up to date. Recording of information 21.1(3) If the corporation becomes aware of any information referred to in clauses (1)⁠(a) to (e) as a result of steps taken in accordance with subsection (2) or through any other means, the corporation must record that information in the register within 15 days after becoming aware of it. Information from shareholders 21.1(4) If the corporation requests information referred to in any of clauses (1)⁠(a) to (e) from one of its shareholders, the shareholder must, to the best of their knowledge, reply accurately and completely as soon as practicable. Disposal of personal information 21.1(5) Within one year after the sixth anniversary of the day on which an individual ceases to be an individual with significant control over the corporation, the corporation must — subject to any other Act of the Parliament of Canada or the legislature that provides for a longer retention period — dispose of any of that individual's personal information, as defined in subsection 2(1) of the Personal Information Protection and Electronic Documents Act (Canada), that is recorded in the register. Offence 21.1(6) A corporation that, without reasonable cause, contravenes this section is guilty of an offence and liable on conviction to a fine not exceeding $5,000. Non-application 21.1(7) This section does not apply to a corporation that is (a) a reporting issuer under The Securities Act ; (b) listed on a designated stock exchange, as defined in subsection 248(1) of the Income Tax Act (Canada); (c) licensed as an insurer under The Insurance Act ; (d) a loan corporation or a trust corporation, as those terms are defined in section 315; (e) a corporation without share capital; or (f) a member of a prescribed class. S.M. 2019, c. 25, s. 47 ; S.M. 2024, c. 19, s. 20 . Inability to identify individuals 21.2 A corporation to which section 21.1 applies must take prescribed steps, if any, if it is unable to identify any individuals with significant control over the corporation. S.M. 2019, c. 25, s. 47 . Disclosure to Director 21.3(1) A corporation to which section 21.1 applies must disclose to the Director, on request, any information in its register of individuals with significant control. Access — affidavit 21.3(2) On application by a shareholder or creditor of a corporation who provides an affidavit described in subsection (3), the corporation must (a) provide the applicant with access, during normal business hours, to its register of individuals with significant control; and (b) on payment of a reasonable fee, provide the applicant with an extract of information from the register. Affidavit 21.3(3) The affidavit required under subsection (2) must contain (a) the name and address of the applicant; (b) the name and address for service of the body corporate, if the applicant is a body corporate; and (c) the deponent's acknowledgment that any information obtained under subsection (2) will not be used except in accordance with subsection (5). Application by body corporate 21.3(4) If the applicant is a body corporate, the affidavit must be sworn or affirmed by a director or officer of the body corporate. Use of information 21.3(5) Information obtained under subsection (2) must not be used by any person except in connection with (a) an effort to influence the voting of shareholders of the corporation; (b) an offer to acquire securities of the corporation; or (c) any other matter relating to the affairs of the corporation. Offence 21.3(6) A person who, without reasonable cause, contravenes subsection (5) is guilty of an offence and liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding six months, or to both. S.M. 2019, c. 25, s. 47 ; S.M. 2024, c. 19, s. 21 . Offence — preparation and maintenance of register 21.4(1) Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1) by that corporation commits an offence, whether or not the corporation has been prosecuted or convicted. Offence — recording of false or misleading information 21.4(2) Every director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the corporation's register of individuals with significant control commits an offence. Offence — provision of false or misleading information 21.4(3) Every director or officer of a corporation who knowingly provides or knowingly authorizes, permits or acquiesces in the provision to any person or entity of false or misleading information in relation to the corporation's register of individuals with significant control commits an offence. Offence — information from shareholders 21.4(4) Every shareholder who knowingly contravenes subsection 21.1(4) commits an offence. Penalty 21.4(5) A person who commits an offence under any of subsections (1) to (4) is liable on conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding six months, or to both. S.M. 2019, c. 25, s. 47 ; S.M. 2024, c. 19, s. 22 . Information from register to authorized officials 21.5(1) On request from an authorized official, a corporation that is required to maintain a register of individuals with significant control must, as soon as practicable after service of the request, (a) provide the official with a copy of the corporation's register of individuals with significant control; or (b) disclose to the official any information requested by the official that is contained in the corporation's register of individuals with significant control. Service of request 21.5(2) Despite section 247, the request from an authorized official may be served on a corporation by (a) leaving a copy of the request at the corporation's registered office; or (b) sending the request by regular mail to the corporation's registered office, in which case it is deemed to be served seven days after it was mailed. Prescribed requirements re request 21.5(3) The request must comply with any prescribed requirements. S.M. 2024, c. 19, s. 23 . Request for law enforcement purposes 21.6(1) A member of a police service may request information contained in a corporation's register of individuals with significant control for any of the following purposes: (a) to conduct an investigation into an offence under a law of Canada or Manitoba; (b) to conduct policing and criminal intelligence operations in Canada; (c) to assist another law enforcement agency in Canada for a purpose set out in clause (a) or (b); (d) to provide information to a law enforcement agency in a jurisdiction outside Canada to assist the agency with an investigation conducted by that agency into an offence under a law in that jurisdiction if such assistance is authorized under an arrangement, written agreement, treaty or law of Canada or Manitoba. Request for taxation purposes 21.6(2) An official or employee with a taxing authority may request information contained in a corporation's register of individuals with significant control for any of the following purposes: (a) to administer or enforce a law of Canada or Manitoba that provides for the imposition or collection of a tax, royalty or duty; (b) to provide information to officials in another jurisdiction in or outside Canada to assist in the administration or enforcement of a law in that jurisdiction that provides for the imposition or collection of a tax, royalty or duty if such assistance is authorized under an arrangement, written agreement, treaty or law of Canada or Manitoba. Request for regulatory purposes 21.6(3) An official or employee with a regulator may request information contained in a corporation's register of individuals with significant control for any of the following purposes: (a) to administer or enforce a law for which the regulator is responsible; (b) to assist another agency, public officer or other entity in Canada in the administration or enforcement of a law that is similar to the law for which the regulator is responsible; (c) to provide information to another agency, public officer or other entity in a jurisdiction outside Canada to assist in the administration or enforcement of a law in that jurisdiction that is similar to the law for which the regulator is responsible if such assistance is authorized under an arrangement, written agreement, treaty or law of Canada or Manitoba. Request by criminal property forfeiture director 21.6(4) The director of The Criminal Property Forfeiture Act may request information contained in a corporation's register of individuals with significant control for any purpose related to the exercise or performance of the director's powers or duties under that Act. S.M. 2024, c. 19, s. 23 . Offence 21.7(1) A corporation that, without reasonable cause, contravenes subsection 21.5(1) is guilty of an offence and is liable on conviction to a fine of not more than $5,000. Offence — directors and officers 21.7(2) A director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.5(1) by the corporation commits an offence, whether or not the corporation has been prosecuted or convicted, and is liable on conviction to a fine of not more than $200,000, or to imprisonment for a term of not more than six months, or both. S.M. 2024, c. 19, s. 23 . Form of records 22(1) All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time. Precautions 22(2) A corporation and its agents shall take reasonable precautions to (a) prevent loss or destruction of; (b) prevent falsification of entries in; and (c) facilitate detection and correction of inaccuracies in; the registers and other records required by this Act to be prepared and maintained. Offence 22(3) A person who without reasonable cause contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Corporate seal 23 An instrument or agreement executed on behalf of a corporation by a director, an officer or an agent of the corporation is not invalid merely because a corporate seal is not affixed thereto. Definitions 23.1 The following definitions apply in this Part. "authorized official" means a person authorized under section 21.6 to request information contained in a corporation's register of individuals with significant control. (« fonctionnaire autorisé ») "police service" means (a) a police service established or continued under The Police Services Act ; and (b) the Royal Canadian Mounted Police. (« service de police ») "register of individuals with significant control" means the register maintained by a corporation under section 21.1. (« registre des particuliers qui exercent un contrôle important ») "regulator" means any of the following: (a) The Manitoba Securities Commission continued under The Securities Act ; (b) the Financial Transactions and Reports Analysis Centre of Canada established under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); (c) a prescribed agency, public officer or other entity whose authority to regulate is based on a law of Canada or Manitoba. (« autorité de réglementation ») "taxing authority" means an agency, branch or department of the Government of Canada or the Government of Manitoba that is responsible for administering or enforcing a law of Canada or Manitoba that provides for the imposition or collection of a tax, royalty or duty. (« administration fiscale ») S.M. 2024, c. 19, s. 24 . PART V CORPORATE FINANCE Shares 24(1) Shares of a corporation shall be in registered form and shall be without par value. Transitional 24(2) Where a corporation is incorporated before the commencement of this Act or where a body corporate is continued under this Act, an issued share with par value of the corporation is, for the purpose of subsection (1), deemed to be a share without par value, and the maximum consideration for which the shares of a particular class may be issued shall not, for the purposes of this Part, exceed the total of the products of the number of shares of each class multiplied by the par value thereof. Class of shares 24(3) The articles may provide for more than one class of shares and, if they so provide, there shall be set out therein the rights, privileges, restrictions and conditions attaching to the shares of each class. Class voting 24(4) Unless the articles otherwise provide, each share of a corporation entitles the holder thereof (a) to vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote; (b) to receive any dividend declared by the corporation; and (c) to receive the remaining property of the corporation upon a dissolution. Pre-existing corporations 24(5) Where prior to November 16, 1964, conditions attaching to shares are set out in the by-laws of a corporation, those conditions are deemed to be conditions contained in the articles. Transitional 24(6) Where conditions attaching to shares of a corporation incorporated before the commencement of this Act refer to par value, the reference shall be deemed to be to the equivalent of the par value as stated in the articles. Issue of shares 25(1) Subject to the articles, the by-laws and any unanimous shareholder agreement and to section 28, shares may be issued at such times and to such persons and for such consideration as the directors may determine. Shares non-assessable 25(2) Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect thereof. Consideration 25(3) A share shall not be issued until the consideration for the share is fully paid in money, or in property or past services that is not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money. Consideration other than money 25(4) In determining whether property or past services is the fair equivalent of a money consideration, the directors may take into account reasonable charges and expenses of organization and re-organization and payments for property and past services reasonably expected to benefit the corporation. Property 25(5) For the purposes of this section, "property" does not include a promissory note or a promise to pay. Stated capital account 26(1) A corporation shall maintain a separate stated capital account for each class and series of shares it issues. Entries in stated capital account 26(2) A corporation shall add to the appropriate stated capital account the full amount of any consideration it receives for any shares it issues. Exception for non-arm's length transactions 26(3) Notwithstanding subsections 25(3) and 26(2), where a corporation issues shares (a) in exchange for (i) property of a person who immediately before the exchange does not deal with the corporation at arm's length within the meaning of that term in the Income Tax Act , or (ii) shares of a body corporate that immediately before the exchange or that, because of the exchange, does not deal with the corporation at arm's length within the meaning of that term in the Income Tax Act , or (b) pursuant to an agreement referred to in subsection 176(1) or an arrangement referred to in clause (b) of the definition "arrangement" in subsection 185(1), to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated body corporate, the corporation may, subject to subsection (4), add to the stated capital accounts maintained for the shares of the classes or series issued the whole or any part of the amount of the consideration it received in the exchange. Limit on addition to a stated capital account 26(4) On the issue of a share a corporation shall not add to a stated capital account in respect of the share it issues an amount greater than the amount of the consideration it received for the share. Constraint on addition to a stated capital account 26(5) Where a corporation proposes to add any amount to a stated capital account it maintains in respect of a class or series of shares, if (a) the amount to be added was not received by the corporation as consideration for the issue of shares; and (b) the corporation has any outstanding shares of more than one class or series; the addition to the stated capital account must be approved by special resolution. Other additions to stated capital 26(6) Where a corporation is incorporated before the commencement of this Act, it may add to a stated capital account any consideration received by it for a share it issued. Retained earnings added to stated capital 26(7) A corporation at any time may, subject to subsection (5), add to a stated capital account any amount it credited to a retained earnings or other surplus account. Transitional 26(8) Where a corporation is incorporated before the commencement of this Act, subsection (2) does not apply to the consideration received by it before the commencement of this Act unless the share in respect of which the consideration is received is issued after the commencement of this Act. Continuance 26(9) Where a body corporate is continued under this Act, subsection (2) does not apply to the consideration received by it before it was so continued unless the share in respect of which the consideration is received is issued after the corporation is so continued. Transitional 26(10) Where a corporation is incorporated before the commencement of this Act, any amount unpaid in respect of a share issued by the body corporate before the commencement of this Act and paid after the commencement of this Act shall be added to the stated capital account maintained for the shares of that class or series. Transitional 26(11) For the purposes of subsection 32(2), sections 36 and 40 and clause 179(2)⁠(a), where a corporation is incorporated before the commencement of this Act, its stated capital is deemed to include the amount that would have been included in the stated capital account if the corporation had been incorporated under this Act. Restriction 26(12) A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act. Exception for an open-end mutual fund 26(13) Subsections (1) to (12) and any other provisions of this Act relating to stated capital do not apply to an open-end mutual fund. "Open-end mutual fund" defined 26(14) For the purposes of this section, "open-end mutual fund" means a corporation that makes a distribution to the public of its shares and that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable upon the demand of a shareholder. R.S.M. 1987 Supp., c. 10, s. 4 ; S.M. 1994, c. 20, s. 3 ; S.M. 2006, c. 10, s. 6 . Shares in series 27(1) Subject to the limitations set out in the articles, the articles of a corporation may authorize the issue of any class of shares in one or more series and may do either or both of the following: (a) fix the number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of each series; (b) authorize the directors to fix the number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of each series. Series participation 27(2) If any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital. Restrictions on series 27(3) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section shall confer upon a series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding. Amendment of articles when series designated 27(4) If the directors exercise their authority under clause (1)⁠(b), they shall, before the corporation issues shares of the series, send articles of amendment to the Director to designate a series of shares. The articles of amendment must be in the form the Director requires. Certificate of amendment 27(5) Upon receipt of articles of amendment designating a series of shares, the Director shall issue a certificate of amendment in accordance with section 255. Effect of certificate 27(6) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment. S.M. 2006, c. 10, s. 7 . Pre-emptive right 28(1) If the articles so provide, no shares of a class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at such price and on such terms as those shares are to be offered to others. Exception 28(2) Notwithstanding that the articles provide the pre-emptive right referred to in subsection (1), shareholders have no pre-emptive right in respect of shares to be issued (a) for a consideration other than money; or (b) as a share dividend; or (c) pursuant to the exercise of conversion privileges, options or rights previously granted by the corporation. Options and rights 29(1) A corporation may issue certificates, warrants or other evidences of conversion privileges, options or rights to acquire securities of the corporation, and shall set out the conditions thereof (a) in the certificates, warrants or other evidences; or (b) in certificates evidencing the securities to which the conversion privileges, options or rights are attached. Transferable rights 29(2) Conversion privileges, options and rights to purchase securities of a corporation may be made transferable or non-transferable, and options and rights to purchase may be made separable or inseparable from any securities to which they are attached. Convertible shares 29(3) Where shares of a class are converted into shares of another class, the shares converted become the same in all respects as the shares of the class or classes respectively into which they are converted and the number of shares of each class affected by the conversion is changed and the articles are amended accordingly. Convertible debt obligations 29(4) Where a corporation has granted privileges to convert any debt obligation into shares or has issued or granted options or rights to acquire shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of the conversion privileges, options and rights. Restriction regarding bearer shares 29.1(1) Despite section 29, a corporation must not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option, or right to acquire a share of the corporation. Replacement 29.1(2) A corporation must, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation that is in bearer form and that was issued before the coming into force of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be. S.M. 2019, c. 25, s. 48 . Corporation holding its own shares 30(1) Except as provided in subsection (2) and sections 31 to 34 a corporation (a) shall not hold shares in itself or in its holding body corporate; and (b) shall not permit any of its subsidiary bodies corporate to acquire shares of the corporation. Subsidiary holding shares of a corporation 30(2) A corporation shall cause a subsidiary body corporate of the corporation that holds shares of the corporation to sell or otherwise dispose of those shares within five years from the date that the body corporate became a subsidiary of the corporation. Exception 31(1) A corporation may in the capacity of a legal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares. Exception 31(2) A corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money. Exception 31(3) A subsidiary corporation that, before November 16, 1964, held shares in itself or in its holding body corporate may continue to hold those shares. Voting shares 31(4) A corporation holding shares in itself or in its holding body corporate, or a subsidiary corporation holding shares as described in subsection (3), shall not vote or permit those shares to be voted unless the corporation or subsidiary (a) holds the shares in the capacity of a legal representative; and (b) has complied with section 147. Acquisition of corporation's own shares 32(1) Subject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire shares issued by it. Limitation 32(2) A corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing that (a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the corporation's assets would after the payment be less than the aggregate of its liabilities and stated capital of all classes. Alternative acquisition of corporation's own shares 33(1) Notwithstanding subsection 32(2), but subject to subsection (3) and to its articles, a corporation may purchase or otherwise acquire shares issued by it to (a) settle or compromise a debt or claim asserted by or against the corporation; or (b) eliminate fractional shares; or (c) fulfil the terms of a non-assignable agreement under which the corporation has an option or is obliged to purchase shares owned by a director, an officer or an employee of the corporation. Alternative acquisition of corporation's own shares 33(2) Notwithstanding subsection 32(2), a corporation may purchase or otherwise acquire shares issued by it to (a) satisfy the claim of a shareholder who dissents under section 184; or (b) comply with an order under section 234. Limitation 33(3) A corporation shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that (a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the corporation's assets would after the payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the shares to be purchased or acquired. Redemption of shares 34(1) Notwithstanding subsection 32(2) or 33(3), but subject to subsection (2) and to its articles, a corporation may purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price thereof stated in the articles or calculated according to a formula stated in the articles. Limitation 34(2) A corporation shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that (a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the corporation's assets would after the payment be less than the aggregate of (i) its liabilities, and (ii) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a liquidation, rateably with or prior to the holders of the shares to be purchased or redeemed. Donated shares 35 Subject to subsection 37(5), a corporation may accept from any shareholder a share of the corporation surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on the share except in accordance with section 36. Other reduction of stated capital 36(1) Subject to subsection (3), a corporation may by special resolution reduce its stated capital for any purpose, including, without limiting the generality of the foregoing, for the purpose of (a) extinguishing or reducing a liability in respect of an amount unpaid on any share; (b) distributing to the holder of an issued share of any class or series of shares an amount not exceeding the stated capital of the class or series; and (c) declaring its stated capital to be reduced by an amount that is not represented by realizable assets. Contents of special resolution 36(2) A special resolution under this section shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted. Limitation 36(3) A corporation shall not reduce its stated capital for any purpose other than the purpose mentioned in clause (1)⁠(c) if there are reasonable grounds for believing that (a) the corporation is, or would after the reduction be unable to pay its liabilities as they become due; or (b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities. Recovery 36(4) A creditor of a corporation is entitled to apply to a court for an order compelling a shareholder or other recipient (a) to pay to the corporation an amount equal to any liability of the shareholder that was extinguished or reduced contrary to this section; or (b) to pay or deliver to the corporation any money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section. Limitation 36(5) An action to enforce a liability imposed by this section may not be commenced after two years from the date of the action complained of. Remedy preserved 36(6) This section does not affect any liability that arises under section 113. Adjustment of stated capital account 37(1) Upon a purchase, redemption or other acquisition by a corporation under section 32, 33, 34, 43 or 184 or clause 234(3)⁠(f), of shares or fractions thereof issued by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares of which the shares purchased, redeemed or otherwise acquired form a part an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions thereof purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition. Adjustment of stated capital account 37(2) A corporation shall deduct the amount of a payment made by the corporation to a shareholder under clause 234(3)⁠(g) from the stated capital account maintained for the class or series of shares in respect of which the payment was made. Adjustment of stated capital account 37(3) A corporation shall adjust its stated capital account or accounts in accordance with any special resolution referred to in subsection 36(2). Adjustment of stated capital account 37(4) Upon a conversion of issued shares of a corporation into shares of another class or series or a change under section 167, 185 or 234 of issued shares of a corporation into shares of another class or series, the corporation shall (a) deduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, divided by the number of issued shares of that class or series immediately before the conversion or change; and (b) add the result obtained under clause (a) and any additional consideration pursuant to the conversion or change to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed. Stated capital of interconvertible shares 37(5) For the purposes of subsection (4) and subject to its articles, where a corporation issues two classes of shares and there is attached to each class a right to convert a share of the one class into a share of the other class, if a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of issued shares of both classes immediately before the conversion. Cancellation or restoration of shares 37(6) Shares or fractions thereof of any class or series of shares issued by a corporation and purchased, redeemed or otherwise acquired by it shall be cancelled or, if the articles limit the number of authorized shares, may be restored to the status of authorized but unissued shares of the class. Exception 37(7) For the purposes of this section, a corporation holding shares in itself as permitted by subsections 31(1) and (2) is deemed not to have purchased, redeemed or otherwise acquired the shares. Conversion or change of shares 37(8) Shares issued by a corporation and converted into shares of another class or series or changed under section 167, 185 or 234 into shares of another class or series shall become issued shares of the class or series of shares into which the shares have been converted or changed. Effect of change of shares on number of unissued shares 37(9) Where the articles limit the number of authorized shares of a class of shares of a corporation and issued shares of that class or of a series of shares of that class have become, pursuant to subsection (8), issued shares of another class or series, the number of unissued shares of the first-mentioned class shall, unless the articles otherwise provide, be increased by the number of shares that, pursuant to subsection (8), became shares of another class or series. Repayment 37(10) Debt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid. Acquisition and reissue of debt obligations 37(11) Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any obligation of the corporation then existing or thereafter incurred, and that acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations. R.S.M. 1987 Supp., c. 10, s. 5 to 9. Enforceability of contract 38(1) A contract with a corporation providing for the purchase of shares of the corporation is specifically enforceable against the corporation except to the extent that the corporation cannot perform the contract without thereby being in breach of section 32 or 33. Burden of proof 38(2) In any action brought on a contract referred to in subsection (1), the corporation has the burden of proving that performance thereof is prevented by section 32 or 33. Status of contracting party 38(3) Until the corporation has fully performed a contract referred to in subsection (1), the other party retains the status of a claimant entitled to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors but in priority to the other shareholders. Commission for sale of shares 39 The directors of a corporation may authorize the corporation to pay a commission to any person in consideration of his purchasing or agreeing to purchase shares of the corporation from the corporation or from any other person, or procuring or agreeing to procure purchasers for the shares. Dividends 40 A corporation shall not declare or pay a dividend if there are reasonable grounds for believing that (a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities and stated capital of all classes. Form of dividend 41(1) A corporation may pay a dividend by issuing fully paid shares of the corporation and, subject to section 40, a corporation may pay a dividend in money or property. Adjustment of stated capital account 41(2) If shares of a corporation are issued in payment of a dividend, the declared amount of the dividend stated as an amount of money shall be added to the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend. Dividends payable on transition 41(3) Where dividends are payable on shares with par value of a corporation incorporated before the commencement of this Act, the dividends shall be calculated in accordance with the provisions set forth in the articles of the corporation. 42 [Repealed] S.M. 2006, c. 10, s. 8 . Shareholder immunity 43(1) The shareholders of a corporation are not, as shareholders, liable for any liability, act or default of the corporation except under subsections 36(4), 140(5) and 219(5). Lien on shares 43(2) The articles may provide that the corporation has a lien on a share registered in the name of a shareholder or his legal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act. Enforcement of lien 43(3) A corporation may enforce a lien referred to in subsection (2) in accordance with its by-laws. Liability continues 43(4) Except as provided in subsection 36(1), a shareholder of a corporation incorporated before the commencement of this Act remains liable for any amount unpaid in respect of an issued share and the corporation may call in and by notice in writing demand from a shareholder the whole or any part of the amount unpaid on a share and if the call is not paid in accordance with the demand, the corporation may forfeit any share on which the call is not paid. S.M. 1988-89, c. 11, s. 5 ; S.M. 2008, c. 14, s. 135 . PART VI SECURITY CERTIFICATES, REGISTERS AND TRANSFERS Transfers of securities 44 Except as otherwise provided in this Act and The Executions Act , the transfer or transmission of a security is governed by The Securities Transfer Act . S.M. 1993, c. 29, s. 176 ; S.M. 2008, c. 14, s. 135 . Rights of holder 45(1) Every security holder is entitled at his option to a security certificate that complies with this Act or a non-transferable written acknowledgment of his right to obtain a security certificate from a corporation in respect of the securities of that corporation held by him. Fee for certificate 45(2) A corporation may charge a fee of not more than $3. for a security certificate issued in respect of a transfer. Joint holders 45(3) A corporation is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all. Signatures 45(4) A security certificate shall be signed manually by at least one director or officer of the corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the corporation, or by a trustee who certifies it in accordance with a trust indenture, and any additional signatures required on a security certificate may be printed or otherwise mechanically reproduced thereon. No manual signature required 45(5) Notwithstanding subsection (4), a manual signature is not required on (a) a security certificate representing (i) a promissory note that is not issued under a trust indenture, (ii) a fractional share, or (iii) an option or a right to acquire a security; or (b) a scrip certificate. Continuation of signature 45(6) If a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if he were a director or an officer at the date of its issue. Contents of share certificate 45(7) There shall be stated upon the face of each share certificate issued by a corporation (a) the name of the corporation; (b) the words "Incorporated under the Laws of Manitoba" or words of like effect; (c) the name of the person to whom it was issued; and (d) the number and class of shares and the designation of any series that the certificate represents. 45(8) [Repealed] S.M. 2008, c. 14, s. 135 . Transfer restriction on public shares 45(9) A corporation any of the issued shares of which are or were part of a distribution to the public and remain outstanding and are held by more than one person shall not restrict the transfer of those shares except by way of a constraint permitted under section 168.

Transitional 45(10) Where a corporation or body corporate continued under this Act has outstanding security certificates, and the words "private company" appear on the certificates, those words are deemed to be a notice of a restriction, lien, agreement or endorsement for the purpose of subsection (8). Particulars of class 45(11) There shall be stated legibly on a share certificate issued by a corporation that is authorized to issue shares of more than one class or series (a) the rights, privileges, restrictions and conditions attached to the shares of each class and series that exists when the share certificate is issued; or (b) that the class or series of shares that it represents has rights, privileges restrictions or conditions attached thereto and that the corporation will furnish to a shareholder, on demand and without charge, a full copy of the text of (i) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors, and (ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series. Duty 45(12) Where a share certificate issued by a corporation contains the statement mentioned in clause (11)⁠(b), the corporation shall furnish to a shareholder on demand and without charge a full copy of the text of (a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and (b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series. Fractional share 45(13) A corporation may issue a certificate for a fractional share or may issue in place thereof scrip certificates in registered form that entitle the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share. Replacement 45(13.1) A corporation must, on the request of the holder of a certificate for a fractional share or scrip certificate that was issued in bearer form before the coming into force of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional share or a scrip certificate, as the case may be. Scrip certificates 45(14) The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that (a) the scrip certificates become void if not exchanged for a share certificate representing a full share before a specified date; and (b) any shares for which such scrip certificates are exchangeable may, notwithstanding any pre-emptive right, be issued by the corporation to any person and the proceeds thereof distributed rateably to the holders of the scrip certificates. Holder of fractional share 45(15) A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless (a) the fractional share results from a consolidation of shares; or (b) the articles of the corporation otherwise provide. Holder of scrip certificate 45(16) A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate. S.M. 2008, c. 14, s. 135 ; S.M. 2019, c. 25, s. 49 . Securities records 46(1) A corporation shall maintain a securities register in which it records the securities issued by it in registered form showing with respect to each class or series of securities (a) the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder; (b) the number of securities held by each security holder; and (c) the date and particulars of the issue and transfer of each security. Central and branch registers 46(2) A corporation may appoint an agent to maintain a central securities register and branch securities registers. Where registers are to be kept 46(3) Subject to subsection 20(5), a corporation shall maintain its central securities register at its registered office or at another place in Manitoba designated by the directors. A corporation may maintain a branch securities register at any place designated by the directors, whether in Manitoba or not. Effect of registration 46(4) Registration of the issue or transfer of a security in the central securities register or in a branch securities register is a complete and valid registration for all purposes. Branch register 46(5) A branch securities register shall only contain particulars of securities issued or transferred at that branch. Central register 46(6) Particulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register. Destruction of certificates 46(7) A corporation, its agent or a trustee defined in subsection 77(1) is not required to produce (a) a cancelled security certificate in registered form, an instrument referred to in subsection 29(1) that is cancelled or a like cancelled instrument in registered form six years after the date of its cancellation; (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 29(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or (c) an instrument referred to in subsection 29(1) or a like instrument, irrespective of its form, after the date of its expiry. S.M. 2006, c. 10, s. 9 . Dealings with registered holder 47(1) A corporation or a trustee defined in subsection 77(1) may, subject to The Executions Act and sections 128, 129 and 132 of this Act, treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security. Constructive registered holder 47(2) Notwithstanding subsection (1), a corporation whose articles restrict the right to transfer its securities shall, and any other corporation may, treat a person as a registered security holder entitled to exercise all the rights of the security holder he represents, if that person furnishes evidence as described in subsection 87(3) of The Securities Transfer Act to the corporation that he is (a) the executor, administrator, heir or legal representative of the heirs, of the estate of a deceased security holder; (b) a guardian, committee, trustee, curator or tutor representing a registered security holder who is an infant, an incompetent person or a missing person; (c) a liquidator of, or a trustee in bankruptcy for, a registered security holder; or (d) a substitute decision maker for property for a registered security holder, who has been appointed under The Adults Living with an Intellectual Disability Act , and who has the power to exercise such rights on behalf of the registered owner. Permissible registered holder 47(3) If a person upon whom the ownership of a security devolves by operation of law, other than a person described in subsection (2), furnishes proof of his authority to exercise rights or privileges in respect of a security of the corporation that is not registered in his name, the corporation shall treat that person as entitled to exercise those rights or privileges. Immunity of corporation 47(4) A corporation is not required to inquire into the existence of, or see to the performance or observance of any duty owed to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by this section, as the owner or registered holder thereof. Infants 47(5) If an infant exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance is effective against the corporation. Joint holders 47(6) A corporation may treat as the owner of a security any survivor of the persons to whom the security was issued as joint holders, if it receives proof satisfactory to it of the death of any of the joint holders. Transmission of securities 47(7) Subject to any applicable law relating to the collection of taxes, a person referred to in clause (2)⁠(a) is entitled to become a registered holder or to designate a registered holder, if he deposits with the corporation or its transfer agent (a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by (i) the court that granted the probate or letters of administration, or (ii) a trust company incorporated under the laws of Canada or a province, or (iii) a lawyer or notary acting on behalf of the person referred to in clause (2)⁠(a); or (b) in the case of transmission by notarial will in the Province of Quebec, a copy thereof authenticated pursuant to the laws of that Province; together with (c) an affidavit or declaration of transmission made by the person referred to in clause (2)⁠(a), stating particulars of the transmission; and (d) the security certificate that was owned by the deceased holder (i) in case of a transfer to the person referred to in clause (2)⁠(a), with or without the endorsement of that person, and (ii) in case of a transfer to any other person, endorsed in accordance with section 29 of The Securities Transfer Act , and accompanied by any assurance the corporation may require under section 87 of The Securities Transfer Act . Excepted transmissions 47(8) Notwithstanding subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a legal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if he deposits with the corporation or its transfer agent (a) the security certificate that was owned by the deceased holder; and (b) reasonable proof of the governing laws, of the deceased holder's interest in the security and of the right of the legal representative or the person he designates to become the registered holder. Right of corporation 47(9) Deposit of the documents required by subsection (7) or (8) empowers a corporation or its agent to record in a securities register the transmission of a security from the deceased holder to a person referred to in clause (2)⁠(a) or to such person as the person referred to in that clause may designate and, thereafter, to treat the person who thus becomes a registered holder as the owner of those securities. S.M. 1993, c. 29, s. 176 ; S.M. 2008, c. 14, s. 135 ; S.M. 2023, c. 19, s. 86 . Overissue 48(1) When there has been an overissue within the meaning of The Securities Transfer Act and the corporation subsequently amends its articles, or a trust indenture, to increase its authorized securities to a number equal to or in excess of the number of securities previously authorized plus the amount of the securities overissued, the securities so overissued are valid from the date of their issue. Non-application 48(2) Subsection (1) does not apply if the issuer has purchased and delivered a security in accordance with subsection 67(2) or (3) of The Securities Transfer Act . Purchase or payment under Securities Transfer Act 48(3) A purchase or payment in accordance with subsection 67(2) or (3) of The Securities Transfer Act is not a purchase or payment to which section 32, 33, 34 or 37 applies. S.M. 2008, c. 14, s. 135 . 49 to 76 [Repealed] S.M. 1991-92, c. 41, s. 4 ; S.M. 2008, c. 14, s. 135 . PART VII TRUST INDENTURES Definitions 77(1) In this Part, "event of default" means an event specified in a trust indenture on the occurrence of which (a) a security interest constituted by the trust indenture becomes enforceable, or (b) the principal, interest and other moneys payable thereunder become or may be declared to be payable before maturity, but the event is not an event of default until all conditions prescribed by the trust indenture in connection with the event for the giving of notice or the lapse of time or otherwise have been satisfied; (« cas de défaut ») "trustee" means any person appointed as trustee under the terms of a trust indenture to which a corporation is a party and includes any successor trustee; (« fiduciaire ») "trust indenture" means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued thereunder. (« acte de fiducie ») Application 77(2) This Part applies to a trust indenture if the debt obligations issued or to be issued under the trust indenture are part of a distribution to the public. Conflict of interest 78(1) No person shall be appointed as trustee if there is a material conflict of interest between his role as trustee and his role in any other capacity. Eliminating conflict of interest 78(2) A trustee shall, within 90 days after he becomes aware that a material conflict of interest exists (a) eliminate the conflict of interest; or (b) resign from office. Validity 78(3) A trust indenture, any debt obligations issued thereunder and a security interest effected thereby are valid notwithstanding a material conflict of interest of the trustee. Removal of trustee 78(4) If a trustee contravenes subsection (1) or (2), any interested person may apply to a court for an order that the trustee be replaced, and the court may make an order on such terms as it thinks fit. Qualification of trustee 79 A trustee, or at least one of the trustees if more than one is appointed, shall be a body corporate incorporated under the laws of Canada or a province of Canada and authorized to carry on the business of a trust company. List of security holders 80(1) A holder of debt obligations issued under a trust indenture may, upon payment to the trustee of a reasonable fee, require the trustee to furnish within 15 days after delivering to the trustee the statutory declaration referred to in subsection (4), a list setting out (a) the names and addresses of the registered holders of the outstanding debt obligations; (b) the principal amount of outstanding debt obligations owned by each of the holders described in clause (a); and (c) the aggregate principal amount of the debt obligations outstanding; as shown on the records maintained by the trustee on the day that the statutory declaration is delivered to that trustee. Duty of issuer 80(2) Upon the demand of a trustee, the issuer of debt obligations shall furnish the trustee with the information required to enable the trustee to comply with subsection (1). Corporate applicant 80(3) If the person requiring the trustee to furnish a list under subsection (1) is a body corporate, the statutory declaration required under that subsection shall be made by a director or officer of the body corporate. Contents of statutory declaration 80(4) The statutory declaration required under subsection (1) shall state (a) the name and address of the person requiring the trustee to furnish the list and, if the person is a body corporate, the address for service thereof; and (b) that the list will not be used except as permitted under subsection (5). Use of list 80(5) A list obtained under this section shall not be used by any person except in connection with (a) an effort to influence the voting of the holders of debt obligations; or (b) an offer to acquire debt obligations; or (c) any other matter relating to the debt obligations or the affairs of the issuer or guarantor thereof. Offence 80(6) A person who, without reasonable cause, contravenes subsection (5) is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Evidence of compliance 81(1) An issuer or a guarantor of debt obligations issued or to be issued under a trust indenture shall, before doing any act under clause (a), (b) or (c), furnish the trustee with evidence of compliance with the conditions in the trust indenture relating to (a) the issue, certification and delivery of debt obligations under the trust indenture; or (b) the release or release and substitution of property subject to a security interest constituted by the trust indenture; or (c) the satisfaction and discharge of the trust indenture. Duty of issuer or guarantor 81(2) Upon the demand of a trustee, the issuer or guarantor of debt obligations issued or to be issued under a trust indenture shall furnish the trustee with evidence of compliance with the trust indenture by the issuer or guarantor in respect of any act to be done by the trustee at the request of the issuer or guarantor. Contents of declarations 82 Evidence of compliance as required by section 81 shall consist of (a) a statutory declaration or certificate made by a director or an officer of the issuer or guarantor stating that the conditions referred to in that section have been complied with; and (b) where the trust indenture requires compliance with conditions that are subject to review (i) by legal counsel, an opinion of legal counsel that the conditions referred to in that section have been complied with, and (ii) by an auditor or accountant, an opinion or report of the auditor of the issuer or guarantor, or such other accountant as the trustee may select, that the conditions referred to in that section have been complied with. Further evidence of compliance 83 The evidence of compliance referred to in section 82 shall include a statement by the person giving the evidence (a) declaring that he has read and understands the conditions of the trust indenture described in section 81; (b) describing the nature and scope of the examination or investigation upon which he based the certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes necessary to enable him to make the statements or give the opinions contained or expressed therein. Trustee may require evidence of compliance 84(1) Upon the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall furnish the trustee with evidence in such form as the trustee may require as to compliance with any condition thereto relating to any action required or permitted to be taken by the issuer or guarantor under the trust indenture. Certificate of compliance 84(2) At least once in each 12 month period beginning on the date of the trust indenture and at any other time upon the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall furnish the trustee with a certificate that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, if there has been failure to so comply, giving particulars thereof. Notice of default 85 The trustee shall give to the holders of debt obligations issued under a trust indenture, within 30 days after the trustee becomes aware of the occurrence thereof, notice of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee reasonably believes that it is in the best interests of the holders of the debt obligations to withhold the notice and so informs the issuer or guarantor in writing. Duty of care 86 A trustee in exercising his powers and discharging his duties shall (a) act honestly and in good faith with a view to the best interests of the holders of the debt obligations issued under the trust indenture; and (b) exercise the care, diligence and skill of a reasonably prudent trustee. Reliance on statements 87 Notwithstanding section 86, a trustee is not liable if he relies in good faith upon statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture. No exculpation 88 No term of a trust indenture or of any agreement between a trustee and the holders of debt obligations issued thereunder or between the trustee and the issuer or guarantor shall operate so as to relieve a trustee from the duties imposed upon him by section 86. PART VIII RECEIVERS AND RECEIVER-MANAGERS Functions of receiver 89 A receiver of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property and pay the liabilities connected with the property and realize the security interest of those on behalf of whom he is appointed, but, except to the extent permitted by a court, he may not carry on the business of the corporation. Functions of receiver-manager 90 A receiver of a corporation may, if he is also appointed receiver-manager of the corporation, carry on any business of the corporation to protect the security interest of those on behalf of whom he is appointed. Directors' powers cease 91 If a receiver-manager is appointed, by a court or under an instrument, the powers of the directors of the corporation that the receiver-manager is authorized to exercise may not be exercised by the directors until the receiver-manager is discharged. Duty to act 92 A receiver or receiver-manager appointed by a court shall act in accordance with the directions of the court. Duty under instrument 93 A receiver or receiver-manager appointed under an instrument shall act in accordance with that instrument and any direction of a court given under section 95. Duty of care 94 A receiver or receiver-manager of a corporation appointed under an instrument shall (a) act honestly and in good faith; and (b) deal with any property of the corporation in his possession or control in a commercially reasonable manner. Directions given by court 95 Upon an application by a receiver or receiver-manager, whether appointed by a court or under an instrument, or upon an application by any interested person, a court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order appointing, replacing or discharging a receiver or receiver-manager and approving his accounts; (b) an order determining the notice to be given to any person or dispensing with notice to any person; (c) an order fixing the remuneration of the receiver or receiver-manager; (d) an order requiring the receiver or receiver-manager, or a person by or on behalf of whom he is appointed, to make good any default in connection with the receiver's or receiver-manager's custody or management of the property and business of the corporation, or to relieve the person from any default on such terms as the court thinks fit, and to confirm any act of the receiver or receiver-manager; (e) an order giving directions on any matter relating to the duties of the receiver or receiver-manager. Duties of receiver and receiver-manager 96(1) A receiver or receiver-manager shall (a) immediately notify the Director of his appointment or discharge; (b) take into his custody and control the property of the corporation in accordance with the court order or instrument under which he is appointed; (c) open and maintain a bank account in his name as receiver or receiver-manager of the corporation for the moneys of the corporation coming under his control; (d) keep detailed accounts of all transactions carried out by him as receiver or receiver-manager; (e) keep accounts of his administration and have the accounts available during usual business hours for inspection by the directors of the corporation; (f) prepare at least once in every six-month period after the date of his appointment financial statements of his administration as far as is practicable in the form required by section 149; and (g) upon completion of his duties, render a final account of his administration in the form adopted for interim accounts under clause (f). Liability of receiver for wages 96(2) Where, under the provisions of a security of a body corporate secured by a floating charge or by a charge that includes a floating charge upon the property of the body corporate, a receiver or receiver-manager of the property is appointed or possession of any of the property is taken by or on behalf of a holder of the security, there shall be paid out of any assets secured by the floating charge but not subject to a fixed charge that comes into the hands of the receiver or receiver-manager or holder, in priority to any claim for payment under the security the unpaid wages for a period not exceeding three months of all clerks, labourers, servants, apprentices and other wage earners in the employ of the body corporate as at the date the receiver or receiver-manager is appointed or the holder takes possession, or so much of those wages as may be realized out of those assets. Receiver subrogated 96(3) A receiver or receiver-manager or holder making payment under subsection (2) is subrogated, to the extent of the amount of the payment, to the rights that the person receiving payment has under section 114 but subject to the person's prior right to enforce payment under that section of any balance of wages due to and not received by him under subsection (2). Rights of director who pays receiver 96(4) Where a receiver or receiver-manager or holder receives payment from a director of the body corporate under subsection (3), the director is entitled to any preference that the person to whose rights the receiver or receiver-manager or holder was subrogated would have, or, if a judgment has been recovered for the amount paid by the director, the director is entitled to an assignment of the judgment. S.M. 1988-89, c. 11, s. 5 . PART IX DIRECTORS AND OFFICERS Duty to manage or supervise management 97(1) Subject to any unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation. Number of directors 97(2) A corporation shall have one or more directors but a corporation, any of the issued securities of which are or were part of a distribution to the public and remain outstanding and are held by more than one person, shall have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates. S.M. 2006, c. 10, s. 10 . By-laws 98(1) Unless the articles or by-laws or a unanimous shareholder agreement otherwise provide, the directors may, by resolution, make, amend, or repeal any by-laws that regulate the business or affairs of the corporation. Shareholder approval 98(2) The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal. Effective date 98(3) A by-law, or an amendment or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed. Effective date 98(4) If a by-law, or an amendment or repeal thereof is rejected by the shareholders, or if the directors do not submit the by-law, amendment or repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders. Shareholder proposal 98(5) A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with section 131, make a proposal to make, amend or repeal a by-law. Organization meeting 99(1) After the issue of the certificate of incorporation, a meeting of the directors of the corporation shall be held at which the directors may (a) make by-laws; (b) adopt forms of security certificates and corporate records; (c) authorize the issue of securities; (d) appoint officers; (e) appoint an auditor to hold office until the first meeting of shareholders; (f) make banking arrangements; and (g) transact any other business. Exception 99(2) Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 179(4) or to which a certificate of continuance has been issued under subsection 181(5). Calling meeting 99(3) An incorporator or a director may call the meeting of directors referred to in subsection (1) by giving not less than five days written notice of the meeting to each director. S.M. 1988-89, c. 11, s. 5 ; S.M. 2022, c. 4, s. 32 . Qualifications of directors 100(1) The following persons are disqualified from being a director of a corporation: (a) anyone who is less than 18 years of age; (b) a person who is not an individual; and (c) a person who has the status of a bankrupt. Further qualifications 100(2) Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation. Residency 100(3) Subject to subsection (3.1), at least 25% of a corporation's directors must be residents of Canada. Residency when directors are three or fewer 100(3.1) If a corporation's board is comprised of three or fewer directors, one of them must be a resident of Canada. 100(4) [Repealed] S.M. 2006, c. 10, s. 11 . S.M. 2006, c. 10, s. 11 . Term of office 101(1) Each director named in the articles holds office from the issue of the certificate of incorporation until the first meeting of shareholders. Election of directors 101(2) Subject to clause 102(b), shareholders of a corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election. Staggered terms 101(3) It is not necessary that all directors elected at a meeting of shareholders hold office for the same term. No stated terms 101(4) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his election. Incumbent directors 101(5) Notwithstanding subsections (1), (2) and (4), if directors are not elected at a meeting of shareholders the incumbent directors continue in office until their successors are elected. Vacancy among candidates 101(6) If a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles by reason of the disqualification, incapacity or death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum. Cumulative voting 102 Where the articles provide for cumulative voting, (a) the articles shall require a fixed number and not a minimum and maximum number of directors; (b) each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by him multiplied by the number of directors to be elected, and he may cast all those votes in favour of one candidate or distribute them among the candidates in any manner; (c) a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution; (d) if a shareholder has voted for more than one candidate without specifying the distribution of his votes among the candidates, he is deemed to have distributed his votes equally among the candidates for whom he voted; (e) if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled; (f) each director ceases to hold office at the close of the first annual meeting of shareholders following his election; (g) a director may not be removed from office if the votes cast against his removal would be sufficient to elect him and the votes could be voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were then being elected; and (h) the number of directors required by the articles may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director and the votes could be voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were then being elected. Ceasing to hold office 103(1) A director of a corporation ceases to hold office when he (a) dies or resigns; or (b) is removed from office in accordance with section 104; or (c) becomes disqualified under subsection 100(1). Effective date of resignation 103(2) A resignation of a director becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later. Removal of directors 104(1) Subject to clause 102(g), the shareholders of a corporation may by ordinary resolution at a special meeting remove any director or directors from office. Exception 104(2) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series. Vacancy 104(3) Subject to clauses 102(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 106. Attendance at meetings 105(1) A director of a corporation is entitled to receive notice of and to attend and be heard at every meeting of shareholders. Statement of director 105(2) A director who (a) resigns; or (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office; or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill his office as director, whether because of his resignation or removal or because his term of office has expired or is about to expire, is entitled to submit to the corporation a written statement giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution. Circulating statement 105(3) A corporation shall forthwith send a copy of the statement referred to in subsection (2) to every shareholder entitled to receive notice of any meeting referred to in subsection (1) and to the Director, unless the statement is included in or attached to a management proxy circular required by section 144. Immunity 105(4) No corporation or person acting on its behalf incurs any liability by reason only of circulating a director's statement in compliance with subsection (3). Filling vacancy 106(1) Notwithstanding subsection 109(3) but subject to subsections (3) and (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles. Calling meeting 106(2) If there is not a quorum of directors, or if there has been a failure to elect the number or minimum number of directors required by the articles, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder. Class director 106(3) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors and a vacancy occurs among those directors, (a) subject to subsection (4), the remaining directors elected by that class or series may fill the vacancy except a vacancy resulting from an increase in the number or minimum number of directors for that class or series or from a failure to elect the number or minimum number of directors for that class or series; or (b) if there are no remaining directors elected by that class or series, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy. Shareholders filling vacancy 106(4) The articles may provide that a vacancy among the directors shall only be filled by a vote of the shareholders, or by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or series. Unexpired term 106(5) A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor. Number of directors 107 The shareholders of a corporation may by special resolution increase or, subject to clause 102(h), decrease the number of directors or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director. Notice of change of directors 108(1) Within 15 days after a change is made among its directors, a corporation shall send to the Director a notice, in the form the Director requires, setting out the change, and the Director shall file the notice. Application to court 108(2) Any interested person, or the Director, may apply to a court for an order to require a corporation to comply with subsection (1), and the court may so order and make any further order it thinks fit. S.M. 2006, c. 10, s. 12 . Meeting of directors 109(1) Unless the articles or by-laws otherwise provide, the directors may meet at any place, and upon such notice as the by-laws require. Quorum 109(2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors, and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. Residency requirements re quorum 109(3) Directors shall not transact business at a meeting of directors unless at least 25% of the directors present are residents of Canada or, if the corporation has three or fewer directors, at least one of the directors present is a resident of Canada. Transacting business without resident quorum 109(4) Despite subsection (3), directors may transact business at a meeting of directors when the number of directors who are required to be residents of Canada is not present if (a) a director who is a resident of Canada and is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and (b) the number of directors who are required to be residents of Canada would have been present had that director been present at the meeting. Notice of meeting 109(5) A notice of a meeting of directors shall specify any matter referred to in subsection 110(3) that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not specify the purpose of the business to be transacted at the meeting. Waiver of notice 109(6) A director may in any manner waive a notice of a meeting of directors; and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Adjournment 109(7) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. One director meeting 109(8) Where a corporation has only one director, that director may constitute a meeting. Electronic meetings 109(9) Unless prohibited by a corporation's by-laws, a meeting of directors or a committee of directors may be held as an electronic meeting. Such a meeting must be held in accordance with the regulations, if any. Presence 109(10) A director participating electronically in a meeting of directors or a committee of directors is deemed to be present at the meeting. Notice of electronic meeting 109(11) If a meeting of directors or a committee of directors is held as an electronic meeting, any notice of the meeting must include instructions on how to participate in the meeting electronically. Fully electronic meetings 109(12) A requirement in this section to meet at a specific place or to provide notice of the place of a meeting does not apply to a fully electronic meeting. S.M. 2006, c. 10, s. 13 ; S.M. 2022, c. 4, s. 33 . Delegation 110(1) Directors of a corporation may appoint from their number a managing director who is a resident of Canada or a committee of directors and delegate to such managing director or committee any of the powers of the directors. Resident majority 110(2) If the directors of a corporation, other than a corporation referred to in subsection 100(4), appoint a committee of directors, a majority of the members of the committee must be residents of Canada. Limits on authority 110(3) Notwithstanding subsection (1), no managing director and no committee of directors has authority to (a) submit to the shareholders any question or matter requiring the approval of the shareholders; or (b) fill a vacancy among the directors or in the office of auditor; or (c) issue securities except in the manner and on the terms authorized by the directors; or (d) declare dividends; or (e) purchase, redeem or otherwise acquire shares issued by the corporation; or (f) pay a commission referred to in section 39; or (g) approve a management proxy circular referred to in Part XII; or (h) approve any financial statements referred to in section 149; or (i) adopt, amend or repeal by-laws. Validity of acts of directors and officers 111 An act of a director or officer is valid notwithstanding an irregularity in his election or appointment or a defect in his qualification. Resolution in lieu of meeting 112(1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, satisfies all the requirements of this Act relating to meetings of directors and is as valid as if it had been passed at a meeting of directors or committee of directors and is effective from the date specified in the resolution, but that date shall not be prior to the date on which the first director signed the resolution. Filing resolution 112(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors. Liability of directors 113(1) Directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 25 for a consideration other than money are jointly and severally liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution. Further liability of directors 113(2) Directors of a corporation who vote for or consent to a resolution authorizing (a) a purchase, redemption or other acquisition of shares contrary to section 32, 33 or 34; (b) a commission, contrary to section 39; (c) a payment of a dividend contrary to section 40; (d) [repealed] S.M. 2006, c. 10, s. 14 ; (e) a payment of an indemnity contrary to section 119; (f) a payment to a shareholder contrary to section 184 or 234; or (g) any investment or financial assistance contrary to the provisions of Part XXIV; are jointly and severally liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by the corporation. Contribution 113(3) A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded. Recovery 113(4) A director liable under subsection (2) is entitled to apply to a court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 32, 33, 34, 39, 40, 119, 184 or 234 or the provisions of Part XXIV. Order of court 113(5) In connection with an application under subsection (4) a court may, if it is satisfied that it is equitable to do so, (a) order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 32, 33, 34, 39, 40, 119, 184 or 234 or the provisions of Part XXIV; (b) order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; and (c) make any further order it thinks fit. No liability 113(6) A director is not liable under subsection (1) if he proves that he did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money. Limitation 113(7) An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of. S.M. 2006, c. 10, s. 14 . Liability of directors for wages 114(1) Directors of a corporation are jointly and severally liable to employees of the corporation for all debts not exceeding six months' wages payable to each of the employees for services performed for the corporation while they are directors respectively. Conditions precedent to liability 114(2) A director is not liable under subsection (1) unless (a) the corporation has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part; or (b) the corporation has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proved within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or (c) the corporation has made an assignment, or a receiving order has been made against it under the Bankruptcy Act (Canada), and a claim for the debt has been proved within six months after the date of the assignment or receiving order. Limitation 114(3) A director is not liable under this section unless he is sued for a debt referred to in subsection (1) while he is a director or within two years after he has ceased to be a director. Amount due after execution 114(4) Where the execution referred to in clause (2)⁠(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.

Subrogation of director 114(5) Where a director pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings, he is entitled to any preference that the employee would have been entitled to, and where a judgment has been obtained he is entitled to an assignment of the judgment. Contribution 114(6) A director who has satisfied a claim under this section is entitled to contribution from the other directors who were liable for the claim. Deemed directors 114.1(1) If all of a corporation's directors have resigned or have been removed without replacement, a person who manages or supervises the management of the business and affairs of the corporation is deemed to be a director for the purposes of this Act. Exceptions 114.1(2) Subsection (1) does not apply to (a) an officer who manages the business or affairs of the corporation under the direction or control of a shareholder or other person; (b) a lawyer, accountant or other professional who participates in the management of the corporation solely for the purpose of providing professional services; or (c) a trustee in bankruptcy, receiver, receiver-manager or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of realizing security, or, in the case of a trustee in bankruptcy, administering a bankrupt's estate. S.M. 2006, c. 10, s. 15 . Disclosure of interested director contract 115(1) A director or officer of a corporation who (a) is a party to a material contract or proposed material contract with the corporation; or (b) is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the corporation; shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest. Time of disclosure for director 115(2) The disclosure required by subsection (1) shall be made, in the case of a director, (a) at the meeting at which a proposed contract is first considered; or (b) if the director was not then interested in a proposed contract, at the first meeting after he becomes so interested; or (c) if the director becomes interested after a contract is made, at the first meeting after he becomes so interested; or (d) if a person who is interested in a contract later becomes a director, at the first meeting after he becomes a director. Time of disclosure for officer 115(3) The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director, (a) forthwith after he becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of directors; or (b) if the officer becomes interested after a contract is made, forthwith after he becomes so interested; or (c) if a person who is interested in a contract later becomes an officer, forthwith after he becomes an officer. Time of disclosure for director or officer 115(4) If a material contract or proposed material contract is one that, in the ordinary course of the corporation's business, would not require approval by the directors or shareholders, a director or officer shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest forthwith after the director or officer becomes aware of the contract or proposed contract. Voting 115(5) A director referred to in subsection (1) may vote on any resolution to approve the contract if the contract is (a) an arrangement by way of security for money lent to or obligations undertaken by him for the benefit of the corporation or an affiliate; or (b) a contract relating primarily to his remuneration as a director, officer, employee or agent of the corporation or an affiliate; or (c) a contract for indemnity or insurance under section 119; or (d) a contract with an affiliate; or (e) other than a contract referred to in clauses (a) to (d); but, in the case of a contract as described in clause (e), the resolution shall not be valid unless it is approved by not less than 2/3 of the votes of all the shareholders of the corporation to whom notice of the nature and extent of the director's interest in the contract or transaction are declared and disclosed in reasonable detail. Continuing disclosure 115(6) For the purposes of this section, a general notice to the directors by a director or officer, declaring that he is a director or officer of or has a material interest in a person and is to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made. Avoidance standards 115(7) A material contract between a corporation and one or more of its directors or officers, or between a corporation and another person of which a director or officer of the corporation is a director or officer or in which he has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of directors or committee of directors that authorized the contract, if the director or officer disclosed his interest in accordance with subsection (2), (3), (4) or (6), as the case may be, and the contract was approved by the directors or the shareholders and it was reasonable and fair to the corporation at the time it was approved. Application to court 115(8) Where a director or officer of a corporation fails to disclose his interest in a material contract in accordance with this section, a court may, upon the application of the corporation or a shareholder of the corporation, set aside the contract on such terms as it thinks fit. Officers 116 Subject to the articles and by-laws, and any unanimous shareholder agreement, (a) the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except powers to do anything referred to in subsection 110(3); (b) a director may be appointed to any office of the corporation; and (c) two or more offices of the corporation may be held by the same person. Duty of care of directors and officers 117(1) Every director and officer of a corporation in exercising his powers and discharging his duties shall (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Duty to comply 117(2) Every director and officer of a corporation shall comply with this Act and the regulations, the articles and by-laws, and any unanimous shareholder agreement. No exculpation 117(3) Subject to subsection 140(5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves him from liability for a breach thereof. Interpretation 117(4) This section is in addition to and not in derogation of, any enactment or rule of law relating to the duty or liability of directors or officers of a corporation. S.M. 1988-89, c. 11, s. 5 . Dissent 118(1) A director who is present at a meeting of directors or committee of directors is deemed to have consented to any resolution passed or action taken thereat, unless (a) he requests that his dissent be or his dissent is entered in the minutes of the meeting; or (b) he sends his written dissent to the secretary of the meeting before the meeting is adjourned; or (c) he sends his dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned. Loss of right to dissent 118(2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1). Dissent of absent director 118(3) A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented thereto, unless within seven days after he becomes aware of the resolution he (a) causes his dissent to be placed with the minutes of the meeting; or (b) sends his dissent by registered mail or delivers it to the registered office of the corporation. Defence of reasonable diligence 118(4) A director is not liable under section 113 or 114, and has complied with his or her duties under subsection 117(2), if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on (a) financial statements of the corporation represented to the director, by an officer of the corporation or in a written report of the auditor of the corporation, to reflect fairly the financial condition of the corporation; or (b) a report of a person whose profession lends credibility to a statement made by the professional person. Defence of good faith 118(5) A director has complied with his or her duties under subsection 117(1) if the director relied in good faith on financial statements or a report described in clause (4)⁠(a) or (b). S.M. 2006, c. 10, s. 16 . Indemnification 119(1) Except in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the corporation or body corporate, if (a) he acted honestly and in good faith with a view to the best interests of the corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. Indemnification in derivative actions 119(2) A corporation may with the approval of a court indemnify a person referred to in subsection (1) in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, to which he is made a party by reason of being or having been a director or an officer of the corporation or body corporate, against all costs, charges and expenses reasonably incurred by him in connection with the action if he fulfils the conditions set out in clauses (1)⁠(a) and (b). Indemnity as of right 119(3) Notwithstanding anything in this section, a person referred to in subsection (1) is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defence of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity (a) was substantially successful on the merits in his defence of the action or proceeding; and (b) fulfils the conditions set out in clauses (1)⁠(a) and (b). Directors' and officers' insurance 119(4) A corporation may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by him (a) in his capacity as a director or officer of the corporation, except where the liability relates to his failure to act honestly and in good faith with a view to the best interests of the corporation; or (b) in his capacity as a director or officer of another body corporate where he acts or acted in that capacity at the corporation's request, except where the liability relates to his failure to act honestly and in good faith with a view to the best interests of the body corporate. Application to court 119(5) A corporation or a person referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order it thinks fit. Notice to director 119(6) An applicant under subsection (5) shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel. Other notice 119(7) Upon an application under subsection (5), the court may order notice to be given to any interested person and that person is entitled to appear and be heard in person or by counsel. Remuneration 120 Subject to the articles, the by-laws and any unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation. PART X RETURNS AND INSIDERS DIVISION I RETURNS Annual return 121(1) Every body corporate required to register under this Act shall, on or before the prescribed date, send to the Director an annual return in the form the Director requires, and the Director shall file it. Who shall sign 121(2) A director, officer, or agent of the body corporate shall sign the return under subsection (1) and certify it to be correct. S.M. 2006, c. 10, s. 17 . Special return 122(1) The minister may, at any time, by notice, require a body corporate or a director or an officer thereof to make a special return upon any subject connected with the affairs of the body corporate, within the time specified in the notice. Contents of special return 122(2) The special return under subsection (1) may be in respect of any matter that is certified by the minister to be in the public interest and may include information in respect of the beneficial ownership or interest in the securities of the body corporate. Ownership of shares 123 The minister may by notice require the person shown on any return as the registered holder of 10% or more of the issued voting shares of a body corporate, to file, in the form the minister requires, a declaration with respect to the ownership of the shares. S.M. 2006, c. 10, s. 18 . Offence 124(1) A person who fails, within the time specified in the notice sent by the minister, to file the special return under subsection 122(1), or the declaration under section 123, is guilty of an offence and liable on summary conviction to a fine not exceeding $2,000. or to imprisonment for a term not exceeding one year or to both. Relief by court 124(2) Where it appears to the court that a person is or may be liable in respect of a breach or non-compliance with subsection (1) but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, he ought fairly to be excused for the breach or non-compliance, the court may relieve him, either wholly or partly, from his liability on such terms as the court thinks fit. DIVISION II INSIDERS "Insider" defined 125(1) In this section "insider" means, with respect to a corporation, (a) the corporation; (b) an affiliate of the corporation; (c) a director or an officer of the corporation; (d) a person who beneficially owns more than 10% of the shares of the corporation or who exercises control or direction over more than 10% of the votes attached to the shares of the corporation; (e) a person employed or retained by the corporation; and (f) a person who receives specific confidential information from a person described in this subsection or in subsection (3), including a person described in this clause, and who has knowledge that the person giving the information is a person described in this subsection or in subsection (3), including a person described in this clause. Further interpretation 125(2) For the purposes of this section, a director or officer of a body corporate that is an insider of a corporation is deemed to be an insider of the corporation. Deemed insiders 125(3) For the purposes of this section, (a) if a body corporate becomes an insider of a corporation, or enters into a business combination with a corporation, a director or officer of the body corporate is deemed to have been an insider of the corporation for the previous six months or for such shorter period as he was a director or an officer of the body corporate; and (b) if a corporation becomes an insider of a body corporate, or enters into a business combination with a body corporate, a director or an officer of the body corporate is deemed to have been an insider of the corporation for the previous six months or for such shorter period as he was a director or officer of the body corporate. "Business combination" defined 125(4) In subsection (3), "business combination" means an acquisition of all or substantially all the property of one body corporate by another or an amalgamation of two or more bodies corporate. Civil liability 125(5) An insider who, in connection with a transaction in a security of the corporation or any of its affiliates, makes use of any specific confidential information for his own benefit or advantage that, if generally known, might reasonably be expected to affect materially the value of the security (a) is liable to compensate any person for any direct loss suffered by that person as a result of the transaction, unless the information was known or in the exercise of reasonable diligence should have been known to that person; and (b) is accountable to the corporation for any direct benefit or advantage received or receivable by the insider as a result of the transaction. Limitation 125(6) An action to enforce a right created by subsection (5) may be commenced only within two years after discovery of the facts that gave rise to the cause of action. PART XI SHAREHOLDERS Place of meetings 126(1) Subject to subsection (3), meetings of shareholders of a corporation shall be held at the place within Manitoba provided in the by-laws or, in the absence of that provision, at such place within Manitoba as the directors may determine. Meetings outside Manitoba 126(2) Notwithstanding subsection (1), a meeting of shareholders of a corporation may be held outside Manitoba if all the shareholders entitled to vote at that meeting so agree, and a shareholder who attends a meeting of shareholders held outside Manitoba is deemed to have so agreed except where he attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held. Meetings outside Manitoba 126(3) The articles of the corporation may provide that meetings of the shareholders may be held at one place or more outside of Manitoba. Electronic meetings 126(4) Unless prohibited by a corporation's by-laws, a meeting of shareholders may be held as an electronic meeting. Such a meeting must be conducted in accordance with the regulations, if any. Presence 126(5) A shareholder participating electronically in a meeting of shareholders is deemed to be present at the meeting. Fully electronic meetings 126(6) Subsection (1) does not apply to a fully electronic meeting. S.M. 2006, c. 10, s. 19 ; S.M. 2022, c. 4, s. 34 . 126.1 [Repealed] S.M. 2006, c. 10, s. 20 ; S.M. 2022, c. 4, s. 35 . Calling meetings 127 The directors of a corporation (a) shall call an annual meeting of shareholders not later than 18 months after the corporation comes into existence, and subsequently not later than 15 months after holding each preceding annual meeting; and (b) may at any time call a special meeting of shareholders. Fixing record date 128(1) For the purpose of determining the shareholders (a) entitled to receive payment of a dividend; or (b) entitled to participate in a liquidation distribution; or (c) for any other purpose, except the right to receive notice of or to vote at a meeting; the directors may fix in advance a date as the record date for the determination of shareholders, but that record date shall not precede by more than 50 days the particular action to be taken. Notice of meeting 128(2) For the purpose of determining the shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for the determination of shareholders, but that record date shall not precede by more than 50 days or by less than 21 days the date on which the meeting is to be held. No record date fixed 128(3) If no record date is fixed, (a) the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be (i) at the close of business on the day immediately preceding the day on which the notice is given, or, (ii) if no notice is given, the day on which the meeting is held; and (b) the record date for the determination of shareholders for any purpose other than to establish a shareholder's right to receive notice of a meeting or to vote, shall be at the close of business on the day on which the directors pass the resolution relating thereto. Where record date fixed 128(4) If a record date is fixed, notice thereof shall, not less than seven days before the date so fixed, be given (a) by mailing to each shareholder a notice of the fixing of the record date at his latest address shown on the records of the corporation or its transfer agent; (b) by advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Manitoba where it has a transfer agent or where a transfer of its shares may be recorded; and (c) by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading. Notice of meeting 129(1) Notice of the time and place of a meeting of shareholders shall be sent not less than 21 days nor more than 50 days before the meeting, (a) to each shareholder entitled to vote at the meeting; (b) to each director; and (c) to the auditor of the corporation. Exception 129(2) A notice of a meeting is not required to be sent to shareholders who were not registered on the records of the corporation or its transfer agent on the record date determined under subsection 128(2) or 128(3), but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting. Adjournment 129(3) If a meeting of shareholders is adjourned for less than 30 days it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Notice of adjourned meeting 129(4) If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than 90 days subsection 143(1) does not apply. Business 129(5) All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the financial statements, auditor's report, election of directors and re-appointment of the incumbent auditor, is deemed to be special business. Notice of business 129(6) Notice of a meeting of shareholders at which special business is to be transacted shall state (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon; and (b) the text of any special resolution to be submitted to the meeting. Notice of electronic meeting 129(7) If a meeting of shareholders is held as an electronic meeting, any notice of the meeting must include instructions on how to participate in the meeting electronically. Fully electronic meetings 129(8) A requirement in this section to provide notice of the place of a meeting does not apply to a fully electronic meeting. S.M. 2022, c. 4, s. 36 . Waiver of notice 130 A shareholder or any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders, and attendance of the shareholder or other person at a meeting of shareholders is a waiver of notice of the meeting, except where he attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Shareholder proposal 131(1) A shareholder entitled to vote at an annual meeting of shareholders may (a) submit to the corporation notice of any matter that he proposes to raise at the meeting, hereinafter referred to as a "proposal"; and (b) discuss at the meeting any matter in respect of which he would have been entitled to submit a proposal. Information circular 131(2) A corporation that solicits proxies shall set out the proposal in the management proxy circular required by section 144 or attach the proposal thereto. Supporting statement 131(3) If so requested by the shareholder, the corporation shall include in the management proxy circular or attach thereto a statement by the shareholder of not more than 200 words in support of the proposal, and the name and address of the shareholder. Nomination for director 131(4) A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5% of the shares or 5% of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this subsection does not preclude nominations made at a meeting of shareholders of a corporation other than a corporation that has made a distribution to the public. Exemptions 131(5) A corporation is not required to comply with subsections (2) and (3) if (a) the proposal is not submitted to the corporation at least 90 days before the anniversary date of the previous annual meeting of shareholders; or (b) it clearly appears that the proposal is submitted by the shareholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the corporation or its directors, officers or security holders, or primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes; or (c) the corporation, at the shareholder's request, included a proposal in a management proxy circular relating to a meeting of shareholders held within two years preceding the receipt of the request, and the shareholder failed to present the proposal, in person or by proxy, at the meeting; or (d) substantially the same proposal was submitted to shareholders in a management proxy circular or a dissident's proxy circular relating to a meeting of shareholders held within two years preceding the receipt of the shareholder's request and the proposal was defeated; or (e) the rights conferred by this section are being abused to secure publicity. Immunity 131(6) No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section. Notice of refusal 131(7) If a corporation refuses to include a proposal in a management proxy circular, the corporation shall, within 10 days after receiving the proposal, notify the shareholder submitting the proposal of its intention to omit the proposal from the management proxy circular and send to him a statement of the reasons for the refusal. Shareholder application to court 131(8) Upon the application of a shareholder claiming to be aggrieved by a corporation's refusal under subsection (7), a court may restrain the holding of the meeting to which the proposal is sought to be presented and make any further order it thinks fit. Corporation's application to court 131(9) The corporation or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the corporation to omit the proposal from the management proxy circular, and the court, if it is satisfied that subsection (5) applies, may make such order as it thinks fit. Director entitled to notice 131(10) An applicant under subsection (8) or (9) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel. Shareholder list 132(1) A corporation shall prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder, (a) if a record date is fixed under subsection 128(2), not later than 10 days after that date; or (b) if no record date is fixed, (i) at the close of business on the day immediately preceding the day on which the notice is given, or (ii) where no notice is given, on the day on which the meeting is held. Effect of list 132(2) Where a corporation fixes a record date under subsection 128(2), a person named in the list prepared under clause (1)⁠(a) is entitled to vote the shares shown opposite his name at the meeting to which the list relates, except to the extent that (a) the person has transferred the ownership of any of his shares after the record date; and (b) the transferee of the shares referred to in clause (a) (i) produces properly endorsed share certificates, or (ii) otherwise establishes that he owns the shares, and demands, not later than 10 days before the meeting or such shorter period before the meeting as the by-laws of the corporation may provide, that his name be included in the list before the meeting; in which case the transferee is entitled to vote his shares at the meeting. Effect of list 132(3) Where a corporation does not fix a record date under subsection 128(2), a person named in a list prepared under clause (1)⁠(b) is entitled to vote the shares shown opposite his name at the meeting to which the list relates except to the extent that (a) the person has transferred the ownership of any of his shares after the date on which a list referred to in subclause (1)⁠(b)⁠(i) is prepared; and (b) the transferee of those shares (i) produces properly endorsed share certificates, or (ii) otherwise establishes that he owns the shares, and demands not later than 10 days before the meeting or such shorter period before the meeting as the by-laws of the corporation may provide that his name be included in the list before the meeting; in which case the transferee is entitled to vote his shares at the meeting. Examination of list 132(4) A shareholder may examine the list of shareholders (a) during usual business hours at the registered office of the corporation or at the place where its central securities register is maintained; and (b) at the meeting of shareholders for which the list was prepared. Quorum 133(1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders irrespective of the number of persons actually present at the meeting, if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy. Opening quorum sufficient 133(2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting. Adjournment 133(3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business. One shareholder meeting 133(4) If a corporation has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting. Fully electronic meetings 133(5) The requirement in subsection (3) to adjourn to a fixed place does not apply to a fully electronic meeting. S.M. 2022, c. 4, s. 37 . Representative 134(1) If a body corporate or association is a shareholder of a corporation, the corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation. Powers of representative 134(2) An individual authorized under subsection (1) may exercise, on behalf of the body corporate or association he represents, all the powers it could exercise if it were an individual shareholder. Joint shareholders 134(3) Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present, in person or by proxy, vote, they shall vote as one on the shares jointly held by them. Voting 135(1) Subject to subsection (3), any regulations respecting electronic meetings and the by-laws of a corporation, voting at a meeting of shareholders shall be by show of hands except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting. Ballot 135(2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands. Electronic voting 135(3) If a meeting of shareholders is held as an electronic meeting, the meeting must be held in a manner that allows for electronic voting and reasonable steps must be taken to ensure that (a) the identity of each person who votes is verified; (b) each person who votes does so only in their own right or by valid proxy; and (c) if a ballot is demanded, the vote is conducted in a manner that allows votes to be individually counted. 135(4) [Repealed] S.M. 2022, c. 4, s. 38 . S.M. 2006, c. 10, s. 21 ; S.M. 2022, c. 4, s. 38 . Resolution in lieu of meeting 136(1) Except where a written statement is submitted by a director under subsection 105(2) or by an auditor under subsection 162(5), (a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders, and is effective from the date specified in the resolution, but that date shall not be prior to the date on which the first shareholder has signed. Filing resolution 136(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders. Requisition of meeting 137(1) The holders of not less than 5% of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition. Form 137(2) The requisition referred to in subsection (1), which may consist of several documents of like form each signed by one or more shareholders, shall state the business to be transacted at the meeting and shall be sent to the registered office of the corporation. Directors calling meeting 137(3) Upon receiving the requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless (a) a record date has been fixed under subsection 128(2) and notice thereof has been given under subsection 128(4); or (b) the directors have called a meeting of shareholders and have given notice thereof under section 129; or (c) the business of the meeting as stated in the requisition includes matters described in clauses 131(5)⁠(b) to 131(5)⁠(e). Shareholder calling meeting 137(4) If the directors do not within 21 days after receiving the requisition referred to in subsection (1) call a meeting, any shareholder who signed the requisition may call the meeting. Procedure 137(5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws, this Part and Part XII. Reimbursement 137(6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the corporation shall reimburse the shareholders for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting. Meeting called by court 138(1) If for any reason it is impracticable to call a meeting of shareholders of a corporation in the manner in which meetings of those shareholders may be called, or to conduct the meeting in the manner prescribed by the by-laws and this Act, or if for any other reason a court thinks fit, the court, upon the application of a director, a shareholder entitled to vote at the meeting or the Director, may order a meeting to be called, held and conducted in such manner as the court directs. Varying quorum 138(2) Without restricting the generality of subsection (1), the court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section. Valid meeting 138(3) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the corporation duly called, held and conducted. Court review of election 139(1) A corporation or a shareholder or director may apply to a court to determine any controversy with respect to an election or appointment of a director or auditor of the corporation. Powers of court 139(2) Upon an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute; (b) an order declaring the result of the disputed election or appointment; (c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the corporation until a new election is held or appointment made; (d) an order determining the voting rights of shareholders and of persons claiming to own shares. Pooling agreement 140(1) A pooling agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as therein provided. Unanimous shareholder agreement 140(2) An otherwise lawful written agreement among all the shareholders of a corporation, or among all the shareholders and a person who is not a shareholder, that restricts, in whole or in part, the powers of the directors to manage the business and affairs of the corporation is valid. Declaration of single shareholder 140(3) Where a person who is the beneficial owner of all the issued shares of a corporation makes a written declaration that restricts in whole or in part the powers of the directors to manage the business and affairs of a corporation, the declaration is deemed to be a unanimous shareholder agreement. Constructive party 140(4) A transferee of shares subject to a unanimous shareholder agreement is deemed to be a party to the agreement. Rights of shareholder 140(5) A shareholder who is a party to a unanimous shareholder agreement has all the rights, powers and duties and incurs the liabilities of a director of the corporation to which the agreement relates to the extent that the agreement restricts the discretion or powers of the directors to manage the business and affairs of the corporation, and the directors are thereby relieved of their duties and liabilities to the same extent. Filing of notice of agreement 140(6) Where a unanimous shareholder agreement is executed or terminated, written notice of that fact together with the date of the execution or termination thereof shall be filed with the Director within 15 days. S.M. 2008, c. 14, s. 135 . PART XII PROXIES Definitions 141 In this Part, "form of proxy" means a written or printed form that, upon completion and execution by or on behalf of a shareholder, becomes a proxy; (« formulaire de procuration ») "proxy" means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on his behalf at a meeting of shareholders; (« procuration ») "registrant" means a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction; (« courtier attitré ») "solicit" or "solicitation" includes (a) a request for a proxy whether or not accompanied by or included in a form of proxy, (b) a request to execute or not to execute a form of proxy or to revoke a proxy, (c) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and (d) the sending of a form of proxy to a shareholder under section 143, but does not include (e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder, or (f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy, or (g) the sending by a registrant of the documents referred to in section 147, or (h) a solicitation by a person in respect of shares of which he is the beneficial owner; (« sollicitation ») "solicitation by or on behalf of the management of a corporation" means a solicitation by any person pursuant to a resolution or instructions of, or with the acquiescence of, the directors or a committee of the directors. (« sollicitation effectuée par la direction ou pour son compte ») Appointing proxyholder 142(1) A shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or one or more alternative proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution of proxy 142(2) A proxy shall be executed by the shareholder or by his attorney authorized in writing. Validity of proxy 142(3) A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof. Revocation of proxy 142(4) A shareholder may revoke a proxy (a) by depositing an instrument in writing executed by him or by his attorney authorized in writing (i) at the registered office of the corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment thereof, at which the proxy is to be used, or (ii) with the chairman of the meeting on the day of the meeting or an adjournment thereof; or (b) in any other manner permitted by law. Deposit of proxies 142(5) The directors may specify in a notice calling a meeting of shareholders a time not exceeding 48 hours, excluding Saturdays and holidays, preceding the meeting or an adjournment thereof before which time proxies to be used at the meeting must be deposited with the corporation or its agent. Mandatory solicitation 143(1) Subject to subsection (2), the management of a corporation which has made a distribution to the public shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in the form required under The Securities Act to each shareholder who is entitled to receive notice of the meeting. Exception 143(2) Where a corporation has fewer than 15 shareholders, two or more joint holders being counted as one shareholder, the management of the corporation is not required to send a form of proxy under subsection (1). Offence of corporation 143(3) If the management of a corporation fails to comply without reasonable cause with subsection (1), the corporation is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. Offence of director or officer 143(4) Where a corporation is guilty of an offence under subsection (3), then, whether or not the corporation has been prosecuted or convicted, any director or officer of the corporation who knowingly authorizes, permits or acquiesces in the failure is also guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. S.M. 2006, c. 10, s. 22 . Soliciting proxies 144(1) A person shall not solicit proxies unless (a) in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular in the form required under The Securities Act , either as an appendix to or as a separate document accompanying the notice of the meeting; or (b) in the case of any other solicitation, a dissident's proxy circular, in the form required under The Securities Act , stating the purposes of the solicitation; is sent to the auditor of the corporation, to each shareholder whose proxy is solicited and, if clause (b) applies, to the corporation. Copy to commission 144(2) A person required to send a management proxy circular or dissident's proxy circular shall send concurrently a copy thereof to the commission together with a copy of the notice of meeting, form of proxy and any other documents for use in connection with the meeting. Offence 144(3) A person who fails to comply with subsections (1) and (2) is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Offence of director or officer 144(4) If the person guilty of an offence under subsection (3) is a body corporate, then, whether or not the body corporate has been prosecuted or convicted, any director or officer of the body corporate who knowingly authorizes, permits or acquiesces in the failure is also guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. S.M. 2006, c. 10, s. 23 . Exemption order 145 Upon the application of an interested person, the commission may make an order on such terms as it thinks fit exempting the person from any of the requirements of section 143 or subsection 144(1), and the order may have retrospective effect. Attendance at meeting 146(1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is given and shall comply with the directions of the shareholder who appointed him. Right of a proxyholder 146(2) A proxyholder or an alternate proxyholder has the same rights as the shareholder who appointed him to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at the meeting in respect of any matter by way of any show of hands. Voting by proxyholders 146(3) Notwithstanding subsections (1) and (2), where the chairman of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what to his knowledge will be the decision of the meeting in relation to any matter or group of matters, is less than 5% of all the votes that might be cast at the meeting on such ballot, unless a shareholder or proxyholder demands a ballot, (a) the chairman may conduct the vote in respect of that matter or group of matters by a show of hands;

and (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by a show of hands. Offence 146(4) A proxyholder or alternate proxyholder who without reasonable cause fails to comply with the directions of a shareholder under this section is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Electronic voting 146(4.1) For the purposes of subsections (2) and (3), in the case of an electronic meeting, (a) voting by ballot includes electronic voting in a manner that allows votes to be individually counted; and (b) voting by show of hands includes electronic voting in a manner that does not allow votes to be individually counted. S.M. 2022, c. 4, s. 39 . Duty of registrant 147(1) Shares of a corporation that are registered in the name of a registrant or his nominee and not beneficially owned by the registrant shall not be voted unless the registrant, forthwith after receipt of the notice of the meeting, financial statements, management proxy circular, dissident's proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy thereof to the beneficial owner and, except where the registrant has received written voting instructions from the beneficial owner, a written request for such instructions. Beneficial owner unknown 147(2) A registrant shall not vote or appoint a proxyholder to vote shares registered in his name or in the name of his nominee that he does not beneficially own unless he receives voting instructions from the beneficial owner. Copies 147(3) A person by or on behalf of whom a solicitation is made shall, at the request of a registrant, forthwith furnish to the registrant at that person's expense the necessary number of copies of the documents referred to in subsection (1) other than copies of the document requesting voting instructions. Instructions to registrant 147(4) A registrant shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner. Beneficial owner as proxyholder 147(5) If requested by a beneficial owner, a registrant shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder. Validity 147(6) The failure of a registrant to comply with this section does not render void any meeting of shareholders or any action taken thereat. Limitation 147(7) Nothing in this section gives a registrant the right to vote shares that he is otherwise prohibited from voting. Offence 147(8) A registrant who knowingly fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Offence of director or officer 147(9) If the registrant guilty of an offence under subsection (8) is a body corporate, then, whether or not the body corporate has been prosecuted or convicted, any director or officer of the body corporate who knowingly authorizes, permits or acquiesces in the failure is also guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Restraining order 148(1) If a form of proxy, management proxy circular or dissident's proxy circular contains an untrue statement of a material fact or omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made, an interested person or the commission may apply to a court and the court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order restraining the solicitation, the holding of the meeting, or any person from implementing or acting upon any resolution passed at the meeting to which the form of proxy, management proxy circular or dissident's proxy circular relates; (b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; (c) an order adjourning the meeting. Notice to commission 148(2) An applicant under this section shall give to the commission notice of the application and the commission is entitled to be heard by counsel or otherwise. PART XIII FINANCIAL DISCLOSURE Annual financial statements 149(1) The directors of a corporation shall place before the shareholders at every annual meeting (a) comparative financial statements as prescribed relating separately to (i) the period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, and (ii) the immediately preceding financial year; (b) the report of the auditor, if any; and (c) any further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement. Exception 149(2) Notwithstanding clause (1)⁠(a), the financial statements referred to in subclause (1)⁠(a)⁠(ii) may be omitted if the reason for the omission is set out in the financial statements, or in a note thereto, to be placed before the shareholders at an annual meeting, but a corporation which has made a distribution to the public shall not omit those statements without the consent of the commission. Interim financial statement 149(3) A corporation which has made a distribution to the public shall send to each shareholder a comparative interim financial statement as prescribed. Exemption by commission 150(1) Subject to subsection (2), upon the application of any interested person, the commission may, if satisfied that in the circumstances of the particular case there is adequate justification for so doing, make an order upon such terms and conditions as seem to the commission just and expedient (a) exempting in whole or in part a corporation from any requirement of section 149; (b) permitting the comparative interim financial statement of a corporation to be for such period other than six months as is specified in the order; (c) enlarging or abridging the time for publication, sending or filing of any financial statement. Prohibited exemption 150(2) The commission shall not under subsection (1) grant any exemption that would have the effect of permitting a corporation that has made a distribution to the public to withhold or unreasonably delay publication of any information that is material to shareholders or potential investors, unless the commission is satisfied that in the circumstances the disclosure of that information would be unduly detrimental to the interests of the corporation. Consolidated statements 151(1) A corporation shall keep at its registered office a copy of the financial statements of each of its subsidiary bodies corporate and of each body corporate the accounts of which are consolidated in the financial statements of the corporation. Examination 151(2) Shareholders of a corporation and their agents and legal representatives may upon request therefor examine the statements referred to in subsection (1) during the usual business hours of the corporation, and may make extracts therefrom, free of charge. Barring examination 151(3) A corporation may, within 15 days of a request to examine under subsection (2), apply to a court for an order barring the right of any person to so examine, and the court may, if it is satisfied that the examination would be detrimental to the corporation or a subsidiary body corporate, bar that right and make any further order it thinks fit. Notice to Director 151(4) A corporation shall give the Director and the person asking to examine under subsection (2) notice of an application under subsection (3), and the Director and that person may appear and be heard in person or by counsel. Approval of financial statements 152(1) The directors of a corporation shall approve the financial statements referred to in subsection 149(1) and the approval shall be evidenced by the signature of one or more directors. Condition precedent 152(2) A corporation shall not issue, publish or circulate copies of the financial statements referred to in subsection 149(1) unless the financial statements are (a) approved and signed in accordance with subsection (1); and (b) accompanied by the report of the auditor of the corporation, if any. Copies to shareholders 153(1) A corporation which has made a distribution to the public shall not less than 21 days before each annual meeting of shareholders or before the signing of a resolution under clause 136(1)⁠(b) in lieu of the annual meeting, send a copy of the documents referred to in subsection 149(1) to each shareholder, except to a shareholder who has informed the corporation in writing that he does not want a copy of those documents. Copies supplied on demand 153(2) A corporation that has not made a distribution to the public shall, upon demand being made therefor by a shareholder, furnish the shareholder with a copy of the documents referred to in subsection 149(1). Offence 153(3) A corporation that, without reasonable cause, fails to comply with subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. Copies to Director 154(1) A corporation (a) any of the securities of which are or were part of a distribution to the public, remain outstanding and are held by more than one person; or (b) [not proclaimed, but repealed by S.M. 1997, c. 26, s. 2 ]; shall, not less than 21 days before each annual meeting of shareholders or forthwith after the signing of a resolution under clause 136(1)⁠(b) in lieu of the annual meeting, and in any event not later than 15 months after the last date when the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed, send a copy of the documents referred to in subsection 149(1) to the Director. 154(2) and (3) [Not proclaimed, but repealed by S.M. 1997, c. 26, s. 2 ] Further disclosure 154(4) If a corporation referred to in subsection (1) (a) sends to its shareholders; or (b) is required to file with or send to a public authority or a stock exchange; interim financial statements or related documents, the corporation shall forthwith send copies thereof to the Director. 154(5) [Not proclaimed, but repealed by S.M. 1997, c. 26, s. 2 ] Filing with commission 154(6) A corporation referred to in clause (1)⁠(a) shall file with the commission a copy of every document referred to in subsections (1) and (4) at the time specified in those subsections for sending a copy to the Director, accompanied by the certificate of an officer, director or transfer agent that copies have been mailed to its shareholders. Offence 154(7) A corporation that fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. S.M. 1997, c. 26, s. 2 . Qualification of auditor 155(1) Subject to subsection (5), a person is disqualified from being an auditor of a corporation if he is not independent of the corporation, all of its affiliates, and the directors or officers of the corporation and its affiliates. Independence 155(2) For the purposes of this section, (a) independence is a question of fact; and (b) a person is deemed not to be independent if he or his business partner (i) is a business partner, a director, an officer or an employee of the corporation or any of its affiliates, or a business partner of any director, officer or employee of the corporation or any of its affiliates, or (ii) beneficially owns or controls, directly or indirectly, a material interest in the securities of the corporation or any of its affiliates, or (iii) has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of his proposed appointment as auditor of the corporation. Duty to resign 155(3) An auditor who becomes disqualified under this section shall, subject to subsection (5), resign forthwith after becoming aware of his disqualification. Disqualification order 155(4) An interested person may apply to a court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant. Exemption order 155(5) An interested person may apply to a court for an order exempting an auditor from disqualification under this section and the court may, if it is satisfied that an exemption would not unfairly prejudice the shareholders, make an exemption order on such terms as it thinks fit, which order may have retrospective effect. Exception 155(6) The shareholders of a corporation may resolve to appoint as auditor, a person otherwise disqualified under subsections (1) and (2) if the resolution is consented to by all the shareholders including shareholders not otherwise entitled to vote. Validity of resolution 155(7) A resolution under subsection (6) is valid only until the next succeeding annual meeting of shareholders. Auditor's relationship to be disclosed in report 155(8) An auditor appointed under subsection (6) shall indicate in his report to the shareholders particulars of his relationship which would ordinarily disqualify him under subsection (1) or (2). Appointment of auditor 156(1) Subject to section 157, the shareholders of a corporation shall by ordinary resolution, at the first annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting. Eligibility 156(2) An auditor appointed under section 99 is eligible for appointment under subsection (1). Incumbent auditor 156(3) Notwithstanding subsection (1), if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until his successor is appointed. Remuneration 156(4) The remuneration of an auditor may be fixed by ordinary resolution of the shareholders or, if not so fixed, may be fixed by the directors. Dispensing with auditor 157(1) The shareholders of a corporation that is not required to comply with section 154, may resolve not to appoint an auditor. Limitation 157(2) A resolution under subsection (1) is valid only until the next succeeding annual meeting of shareholders. Unanimous consent 157(3) A resolution under subsection (1) is not valid unless it is consented to by all the shareholders, including shareholders not otherwise entitled to vote. Ceasing to hold office 158(1) An auditor of a corporation ceases to hold office when he (a) dies or resigns; or (b) is removed from office pursuant to section 159. Effective date of resignation 158(2) A resignation of an auditor becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later. Removal of auditor 159(1) The shareholders of a corporation may by ordinary resolution at a special meeting remove from office the auditor other than an auditor appointed by a court under section 161. Vacancy 159(2) A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed or, if not so filled, may be filled under section 160. Filling vacancy 160(1) Subject to subsection (3), the directors shall forthwith fill any vacancy in the office of auditor. Calling meeting 160(2) If there is not a quorum of directors, the directors then in office shall, within 21 days after a vacancy in the office of auditor occurs, call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any shareholder. Shareholders filling vacancy 160(3) The articles of a corporation may provide that a vacancy in the office of auditor shall only be filled by vote of the shareholders. Unexpired term 160(4) An auditor appointed to fill a vacancy holds office for the unexpired term of his predecessor. Court appointed auditor 161(1) If a corporation does not have an auditor, the court may, upon the application of a shareholder or the Director, appoint and fix the remuneration of an auditor and the auditor so appointed holds office until an auditor is appointed by the shareholders. Exception 161(2) Subsection (1) does not apply if the shareholders have resolved under section 157 not to appoint an auditor. Right to attend meeting 162(1) The auditor of a corporation is entitled to receive notice of every meeting of shareholders and, at the expense of the corporation, to attend and be heard thereat on matters relating to his duties as auditor. Duty to attend 162(2) If a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice, not less than 10 days before a meeting of shareholders, to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to his duties as auditor. Notice to corporation 162(3) A director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the corporation. Offence 162(4) An auditor or former auditor of a corporation who fails without reasonable cause to comply with subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Statement of auditor 162(5) An auditor who (a) resigns; or (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office; or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because his term of office has expired or is about to expire; or (d) receives a notice or otherwise learns of a meeting of shareholders at which a resolution referred to in section 157 is to be proposed; is entitled to submit to the corporation a written statement giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution. Circulating statement 162(6) The corporation shall forthwith send a copy of the statement referred to in subsection (5) to every shareholder entitled to receive notice of any meeting referred to in subsection (1) and to the Director unless the statement is included in or attached to a management proxy circular required by section 144. Replacing auditor 162(7) No person shall accept an appointment or consent to be appointed as auditor of a corporation if he is replacing an auditor who has resigned, been removed or whose term of office has expired or is about to expire until he has requested and received from that auditor a written statement of the circumstances and the reasons why, in that auditor's opinion, he is to be replaced. Exception 162(8) Notwithstanding subsection (7), a person otherwise qualified may accept an appointment or consent to be appointed as auditor of a corporation if, within 15 days after making the request referred to in that subsection, he does not receive a reply. Effect of non-compliance 162(9) Unless subsection (8) applies, the appointment as auditor of a corporation of a person who has not complied with subsection (7) is void. Examination 163(1) An auditor of a corporation shall make the examination that is in his opinion necessary to enable him to report in the prescribed manner on the financial statements required by this Act to be placed before the shareholders, except such financial statements or part thereof as relate to the period referred to in subclause 149(1)⁠(a)⁠(ii). Reliance on other auditor 163(2) Notwithstanding section 164, an auditor of a corporation may reasonably rely upon the report of an auditor of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation. Reasonableness 163(3) For the purpose of subsection (2), reasonableness is a question of fact. Application 163(4) Subsection (2) applies whether or not the financial statements of the holding corporation reported upon by the auditor are in consolidated form. Right to information 164(1) Upon the demand of an auditor of a corporation, the present or former directors, officers, employees or agents of the corporation shall furnish such (a) information and explanations; and (b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries; as are, in the opinion of the auditor, necessary to enable him to make the examination and report required under section 163 and that the directors, officers, employees or agents are reasonably able to furnish. Information from subsidiary 164(2) Upon the demand of the auditor of a corporation, the directors of the corporation shall (a) obtain from the present or former directors, officers, employees and agents of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable him to make the examination and report required under section 163; and (b) furnish the information and explanations obtained under clause (a) to the auditor. Audit committee 165(1) Subject to subsection (2), a corporation that has made a distribution to the public shall, and any other corporation may, have an audit committee composed of not less than three directors of the corporation, a majority of whom are not officers or employees of the corporation or any of its affiliates. Exemption 165(2) A corporation may apply to the commission for an order authorizing the corporation to dispense with an audit committee, and the commission may, if it is satisfied that the shareholders will not be prejudiced by the order, permit the corporation to dispense with an audit committee on such reasonable conditions as it thinks fit. Duty of committee 165(3) An audit committee shall review the financial statements of the corporation before they are approved under section 152. Auditor's attendance 165(4) The auditor of a corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor. Calling meeting 165(5) The auditor of a corporation or a member of the audit committee may call a meeting of the committee. Notice of errors 165(6) A director or an officer of a corporation shall forthwith notify the audit committee and the auditor of any error or misstatement of which he becomes aware in a financial statement that the auditor or a former auditor has reported upon. Error in financial statements 165(7) If the auditor or former auditor of a corporation is notified or becomes aware of an error or misstatement in a financial statement upon which he has reported, and if in his opinion the error or misstatement is material, he shall inform each director accordingly. Duty of directors 165(8) When under subsection (7) the auditor or former auditor informs the directors or when the directors otherwise have knowledge of an error or misstatement in a financial statement, the directors shall (a) prepare and issue revised financial statements; or (b) otherwise inform the shareholders and, if the corporation is one that is required to comply with section 154, it shall inform the Director of the error or misstatement in the same manner as it informs the shareholders. Offence 165(9) Every director or officer of a corporation who knowingly fails to comply with subsection (6) or (8) is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Qualified privilege (defamation) 166 Any oral or written statement or report made under this Act by the auditor or former auditor of a corporation has qualified privilege. PART XIV FUNDAMENTAL CHANGES Amendment of articles 167(1) Subject to sections 170 and 171, the articles of a corporation may by special resolution be amended to (a) change its name; or (b) add, change or remove any restriction upon the business or businesses that the corporation may carry on; or (c) change any maximum number of shares that the corporation is authorized to issue and change, if desired, the maximum consideration for which the shares may be issued; or (d) create new classes of shares; or (e) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued; or (f) reduce or increase its stated capital which, for the purposes of the amendment, is deemed to be set out in the articles; or (g) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series; or (h) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof; or (i) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof; or (j) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series; or (k) revoke, diminish or enlarge any authority conferred under clauses (i) and (j); or (l) add, change or remove restrictions on the issue, transfer or ownership of shares; or (m) add, change or remove any other provision that is permitted by this Act to be set out in the articles. Corporation with or without share capital 167(2) The articles of a corporation may, by resolution, be amended (a) to convert a corporation with share capital into a corporation without share capital; or (b) to convert a corporation without share capital into a corporation with share capital; or (c) to vary or remove any provision contained in the articles of a corporation without share capital, which states that upon dissolution its remaining property may be distributed among all the members or among the members of a class or classes of members, to one which states that upon dissolution the remaining property shall be distributed to an organization the undertaking of which is charitable or of a beneficial nature to the community. Resolution 167(3) The resolution required under subsection (2) shall be signed by all the shareholders or members of the corporation, or shall be passed by the votes of 95% of the issued shares or membership of the corporation. Formula for conversion 167(4) The articles of amendment shall contain the formula, terms and conditions upon which the shareholders become members or the members become shareholders. Clerical errors 167(5) Notwithstanding subsection (1), the articles of a corporation may by resolution of the directors or by ordinary resolution of the shareholders be amended (a) to correct any clerical error; or (b) to change the name of the corporation where it has a designating number as a name. Article of amendment to be filed 167(6) Articles of amendment shall be filed with the Director within six months of the date of the resolution of the shareholders authorizing the amendment, failing which the Director shall refuse to file the articles. Special Act corporation 167(7) A corporation incorporated by special Act shall not under this section amend its articles, except to change its name. Revocation of amending resolution 167(8) The directors of a corporation may, if authorized by the shareholders in any resolution effecting an amendment under this section, revoke the resolution before it is acted upon without further approval of the shareholders. Resolution of directors 167(9) Notwithstanding subsection (1), a corporation may by resolution of the directors change or delete the maximum consideration for which each share or each class of shares or all the shares may be issued, but the resolution is not effective until articles are filed with the Director. R.S.M. 1987 Supp., c. 10, s. 10 ; S.M. 1988-89, c. 13, s. 6 ; S.M. 1989-90, c. 90, s. 5 . Constraints on share transfers 168(1) Subject to sections 170 and 171, a corporation any of the issued shares of which are or were part of a distribution to the public may by special resolution amend its articles in accordance with the regulations to constrain the issue or transfer of its shares (a) to persons who are not residents of Canada; or (b) to enable the corporation or any of its affiliates to qualify under any law of Canada or of any province of Canada (i) to obtain a licence to carry on any business, (ii) to become a publisher of a Canadian newspaper or periodical, or (iii) to acquire shares of a financial intermediary as defined in the regulations. Removal of constraint 168(2) A corporation referred to in subsection (1) may by special resolution amend its articles to remove any constraint on the issue or transfer of its shares. Termination 168(3) The directors of a corporation may, if authorized by the shareholders in the special resolution effecting an amendment under subsection (1), revoke the resolution before it is acted upon without further approval of the shareholders. Regulations 168(4) Subject to subsection 254(3), the Lieutenant Governor in Council may make regulations with respect to a corporation that constrains the issue or transfer of its shares prescribing (a) the disclosure required of the constraints in documents issued or published by the corporation; (b) the duties and powers of the directors to refuse to issue or register transfers of shares in accordance with the articles of the corporation; (c) the limitations on voting rights of any shares held contrary to the articles of the corporation; (d) the powers of the directors to require disclosure of beneficial ownership of shares of the corporation and the right of the corporation and its directors, employees and agents to rely on that disclosure and the effects of that reliance; and (e) the rights of any person owning shares of the corporation at the time of an amendment to its articles constraining share issues or transfers. Validity of acts 168(5) An issue or a transfer of a share or an act of a corporation is valid notwithstanding any failure to comply with this section or the regulations. Proposal to amend 169(1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 131, make a proposal to amend the articles. Notice of amendment 169(2) Notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of his shares in accordance with section 184, but failure to make that statement does not invalidate the amendment. Class vote 170(1) The holders of shares of a class or, subject to subsection (2), of a series are, unless the articles otherwise provide in the case of an amendment referred to in clauses (a), (b) and (e), entitled to vote separately as a class or series upon a proposal to amend the articles to (a) increase or decrease any maximum number of authorized shares of the class, or increase any maximum number of authorized shares of any other class having rights or privileges equal or superior to the shares of that class; or (b) effect an exchange, reclassification or cancellation of all or part of the shares of the class; or (c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of the class and, without limiting the generality of the foregoing, (i) remove or change prejudicially any rights to accrued dividends or rights to cumulative dividends, or (ii) add, remove or change prejudicially any redemption rights, or (iii) reduce or remove any dividend preference or liquidation preference, or (iv) add, remove or change prejudicially any conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of a corporation, or sinking fund provisions; or (d) increase the rights or privileges of any other class of shares having rights or privileges equal or superior to the shares of that class; or (e) create a new class of shares equal or superior to the shares of that class; or (f) make any class of shares having rights or privileges inferior to the shares of that class equal or superior to the shares of that class; or (g) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of that class; or (h) constrain the issue or transfer of the shares of the class or extend or remove the constraint. Limitation 170(2) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only if the series is affected by an amendment in a manner different from other shares of the same class. Right to vote 170(3) Subsection (1) applies whether or not shares of a class or series otherwise carry the right to vote. Separate resolutions 170(4) A proposed amendment to the articles referred to in subsection (1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the amendment by a special resolution. Delivery of articles 171(1) Subject to any revocation under subsection 167(8) or 168(3), after an amendment has been adopted under section 167, 168 or 170, the corporation shall send the Director articles of amendment in the form the Director requires. Reduction of stated capital 171(2) If an amendment effects or requires a reduction of stated capital, subsections 36(3) and 36(4) apply. S.M. 1988-89, c. 11, s. 5 ; S.M. 2006, c. 10, s. 24 . Certificate of amendment 172 Upon receipt of articles of amendment, the Director shall issue a certificate of amendment in accordance with section 255. Effect of certificate 173(1) An amendment becomes effective on the date shown in the certificate of amendment, and the articles are amended accordingly. Rights preserved 173(2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or any civil, criminal or administrative action or proceeding to which a corporation or its directors or officers is a party. Restated articles 174(1) The directors may at any time, and shall when reasonably so directed by the Director, restate the articles of the corporation. Delivery of articles 174(2) After the directors restate the corporation's articles of incorporation, the corporation shall send the Director restated articles of incorporation in the form the Director requires. Restated certificate 174(3) Upon receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 255. Effect of certificate 174(4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and any amendments thereto. R.S.M. 1987 Supp., c. 10, s. 11 and 12; S.M. 2006, c. 10, s. 25 . Reissue of articles in English or in French 174.1(1) Where articles have been filed in English or French under this Act, or any Act for which this Act has been substituted, and the corporation desires to obtain its articles in the other of those languages, the corporation may request the issuance of the articles in that other language by providing the Director with (a) a translation in that other language of the articles verified in a manner satisfactory to the Director; and (b) such other documents or information as the Director may require. Authorization 174.1(2) The issuance of the articles under subsection (1) may be authorized by a resolution of the directors or by ordinary resolution of the shareholders. Translation 174.1(3) The translation of the articles shall correctly set out, without substantive change, the provisions of the original articles. Director to issue 174.1(4) Upon receipt of the documents referred to in subsection (1), the Director shall issue the articles in the language requested. Deemed date 174.1(5) Articles issued under this section (a) are deemed to have been issued on the day the original articles were issued; and (b) have equal force with the original articles. No effect on obligations 174.1(6) The issuance of articles under this section does not affect the rights or obligations of the corporation. Change of name 174.1(7) If, in the articles issued under this section, the name of the corporation differs from the name obtained by it in the original articles, the Director shall publish a notice of the change in the manner set out in the regulations. R.S.M. 1987 Supp., c. 10, s. 13 ; S.M. 2000, c. 41, s. 10 . Amalgamation 175(1) Two or more corporations, including holding and subsidiary corporations, may amalgamate and continue as one corporation. Special Act corporations excepted 175(2) A corporation incorporated by special Act, other than a corporation to which Part XXIV applies, may not under the provisions of this Act amalgamate with any other corporation. Amalgamation agreement 176(1) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out (a) the provisions that are required to be included in articles of incorporation under section 6; (b) the name and address of each proposed director of the amalgamated corporation; (c) the manner in which the shares of each amalgamating corporation are to be converted into shares or other securities of the amalgamated corporation; (d) if any shares of an amalgamating corporation are not to be converted into securities of the amalgamated corporation, the amount of money or securities of any body corporate that the holders of those shares are to receive in addition to or instead of securities of the amalgamated corporation; (e) the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation; (f) whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed by-laws; and (g) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation. Cancellation 176(2) If shares of one of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations, the amalgamation agreement shall provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated corporation. Shareholder approval 177(1) The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), to the holders of each class or series of those shares. Notice of meeting 177(2) A notice of a meeting of shareholders complying with sections 129 shall be sent in accordance with that section to each shareholder of each amalgamating corporation, and shall (a) include or be accompanied by a copy or summary of the amalgamation agreement; and (b) state that a dissenting shareholder is entitled to be paid the fair value of his shares in accordance with section 184, but failure to make that statement does not invalidate an amalgamation. Right to vote 177(3) Each share of an amalgamating corporation carries the right to vote in respect of an amalgamation whether or not it otherwise carries the right to vote. Class vote 177(4) The holders of shares of a class or series of shares of an amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation if the amalgamation agreement contains provision that, if contained in a proposed amendment to the articles, would entitle those holders to vote as a class or series under section 170. Shareholder approval 177(5) An amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by special resolutions of each class or series of the shareholders entitled to vote thereon. Termination 177(6) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, notwithstanding approval of the agreement by the shareholders of all or any of the amalgamating corporations. Vertical short-form amalgamation 178(1) A holding corporation and one or more of its wholly-owned subsidiary corporations may amalgamate and continue as one corporation without complying with sections 176 and 177 if (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and (b) the resolutions required under clause (a) provide that (i) the shares of each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect thereof, (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of incorporation of the amalgamating holding corporation, and (iii) no securities shall be issued by the amalgamated corporation in connection with the amalgamation. Horizontal short-form amalgamation 178(2) Two or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as one corporation without complying with sections 176 and 177 if (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and (b) the resolutions required under clause (a) provide that (i) the shares of all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect thereof, (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of incorporation of the amalgamating subsidiary corporation whose shares are not cancelled, and (iii) the stated capital of the amalgamating subsidiary corporations whose shares are cancelled shall be added to the stated capital of the amalgamating subsidiary corporation whose shares are not cancelled. Sending of articles 179(1) Subject to subsection 177(6), after an amalgamation has been adopted under section 177 or approved under section 178, the amalgamating corporations shall send the Director articles of amalgamation that comply with section 6 and are in the form the Director requires. Attached declarations 179(2) The articles of amalgamation shall have attached thereto a statutory declaration of a director or an officer of each amalgamating corporation that establishes to the satisfaction of the Director that (a) there are reasonable grounds for believing that (i) each amalgamating corporation is and the amalgamated corporation will be able to pay its liabilities as they become due, and (ii) the realizable value of the amalgamated corporation's assets will not be less than the aggregate of its liabilities and stated capital of all classes; and (b) there are reasonable grounds for believing that (i) no creditor will be prejudiced by the amalgamation, or (ii) adequate notice has been given to all known creditors of the amalgamating corporations and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious. Adequate notice 179(3) For the purposes of subsection (2), adequate notice is given if (a) a notice in writing is sent to each known creditor having a claim against the corporation that exceeds $1,000.; (b) a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice is given in each province in Canada where the corporation carries on business; and (c) each notice under clauses (a) and (b) states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act unless a creditor of the corporation objects to the amalgamation within 30 days from the date of the notice. Certificate of amalgamation 179(4) Upon receipt of articles of amalgamation, the Director shall issue a certificate of amalgamation in accordance with section 255. S.M. 2006, c. 10, s. 26 . Effect of certificate 180 On the date shown in a certificate of amalgamation, (a) the amalgamation of the amalgamating corporations and their continuance as one corporation become effective; (b) the property of each amalgamating corporation continues to be the property of the amalgamated corporation; (c) the amalgamated corporation continues to be liable for the obligations of each amalgamating corporation; (d) an existing cause of action, claim or liability to prosecution is unaffected; (e) a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may continue to be prosecuted by or against the amalgamated corporation; (f) a conviction against, or ruling, order or judgment in favour of or against an amalgamating corporation may be enforced by or against the amalgamated corporation; and (g) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated corporation and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated corporation. Continuance in Manitoba 181(1) A body corporate incorporated otherwise than under an Act of the Legislature may, if so authorized by the laws of the jurisdiction where it is incorporated, and upon compliance with the provisions of this Act, apply to the Director for a certificate of continuance. Special Act corporation 181(2) A corporation incorporated by a special Act may, with the approval of the Director, apply for a certificate of continuance under this Act unless the special Act provides that The Corporations Act does not apply to the corporation. Amendments in articles of continuance 181(3) A body corporate that applies for continuance under subsection (1) or (2) may, without so stating in its articles of continuance, effect by those articles any amendments to its articles if the amendment is an amendment a corporation incorporated under this Act may make to its articles. Articles of continuance 181(4) A body corporate that applies for continuance under subsection (1) or (2) shall send the Director articles of continuance that comply with section 6 and are in the form the Director requires.

Certificate of continuance 181(5) Upon the receipt of articles of continuance, the Director may issue a certificate of continuance in accordance with section 255. Refusal by Director 181(6) The Director may refuse to issue a certificate of continuance and in that case he shall advise the body corporate of his refusal, and the body corporate may appeal the Director's decision to the Lieutenant Governor in Council, whose decision is final. Effect of certificate 181(7) On the date shown in the certificate of continuance, (a) the body corporate becomes a corporation to which this Act applies as if it had been incorporated under this Act; (b) the articles of continuance are deemed to be the articles of incorporation of the continued corporation; and (c) the certificate of continuance is deemed to be the certificate of incorporation of the continued corporation. Copy of certificate 181(8) The Director shall forthwith send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuance under this Act was authorized. Rights preserved 181(9) When a body corporate is continued as a corporation under this Act, (a) the property of the body corporate continues to be the property of the corporation; (b) the corporation continues to be liable for the obligations of the body corporate; (c) an existing cause of action, claim or liability to prosecution is unaffected; (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the corporation; (e) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation. Issued shares 181(10) Subject to subsection (11), a share of a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid or irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share; and continuance under this section does not deprive a holder of any right or privilege that he claims under, or relieve him of any liability in respect of, an issued share. Convertible shares 181(11) If a corporation continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the corporation must not, if a holder of the share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form. "Share" defined 181(12) For the purposes of subsections (9) and (10), "share" includes an instrument referred to in subsection 29(1), a share warrant or a like instrument. S.M. 2006, c. 10, s. 27 ; S.M. 2008, c. 14, s. 135 ; S.M. 2019, c. 25, s. 50 . Continuance outside Manitoba 182(1) Subject to subsections (2), (3) and (11), a corporation may, if it is authorized by the shareholders in accordance with this section, and if it establishes to the satisfaction of the Director that its proposed continuance in another jurisdiction will not adversely affect creditors or shareholders of the corporation, apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction. Limitation period 182(2) The approval of the Director to a continuance in another jurisdiction expires 90 days after the date of the approval unless, within the 90 day period, the corporation is continued under the laws of the other jurisdiction. Exception 182(3) A corporation to which Part XXI, XXII, XXIII or XXIV applies and that is incorporated under this Act or under any Act for which this Act is substituted shall not apply for continuance in another jurisdiction without the prior consent of the minister. Notice of meeting 182(4) A notice of a meeting of shareholders complying with section 129 shall be sent in accordance with that section to each shareholder and shall state that a dissenting shareholder is entitled to be paid the fair value of his shares in accordance with section 184, but failure to make that statement does not invalidate a discontinuance under this Act. Right to vote 182(5) Each share of the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote. Shareholder approval 182(6) An application for continuance becomes authorized when the shareholders voting thereon have approved of the continuance by a special resolution. Termination 182(7) The directors of a corporation may, if authorized by the shareholders at the time of approving an application for continuance under this section, abandon the application without further approval of the shareholders. Notice of discontinuance 182(8) Upon receipt of notice satisfactory to him that the corporation has been continued under the laws of another jurisdiction, the Director shall issue a certificate of discontinuance in accordance with section 255. Notice deemed to be articles 182(9) For the purposes of section 255, a notice referred to in subsection (8) is deemed to be articles in the form the Director requires. Rights preserved 182(10) Subject to Part XVI, this Act ceases to apply to the corporation on the date that the corporation was continued under the laws of the other jurisdiction. Prohibition 182(11) A corporation shall not be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that (a) the property of the corporation continues to be the property of the body corporate; (b) the body corporate continues to be liable for the obligations of the corporation; (c) an existing cause of action, claim or liability to prosecution is unaffected; (d) a civil, criminal or administrative action or proceeding pending by or against the corporation may be continued to be prosecuted by or against the body corporate; and (e) a conviction against, or ruling, order or judgment in favour of or against the corporation may be enforced by or against the body corporate. Continued corporation carrying on business in Manitoba 182(12) A corporation continued as a body corporate under the laws of another jurisdiction that has not ceased to carry on business in Manitoba shall comply with the provisions of subsection 192(3). Special Act corporation prohibited 182(13) A corporation incorporated by a special Act of the Legislature, other than a corporation to which Part XXIV applies, shall not under this section apply for continuance in another jurisdiction. S.M. 2006, c. 10, s. 28 ; S.M. 2010, c. 33, s. 9 . Borrowing powers 183(1) Unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the articles of a corporation are deemed to state that the directors of a corporation may, without authorization of the shareholders, (a) borrow money upon the credit of the corporation; (b) issue, reissue, sell or pledge debt obligations of the corporation; (c) give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation. Delegation of borrowing powers 183(2) Notwithstanding subsection 110(3) and clause 116(a), unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors may, by resolution, delegate the powers referred to in subsection (1) to a director, a committee of directors or an officer. Extraordinary sale, lease or exchange 183(3) A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (4) to (8). Notice of meeting 183(4) A notice of a meeting of shareholders complying with section 129 shall be sent in accordance with that section to each shareholder and shall (a) include or be accompanied by a copy or summary of the agreement of sale, lease or exchange; and (b) state that a dissenting shareholder is entitled to be paid the fair value of his shares in accordance with section 184, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (3). Shareholder approval 183(5) At the meeting referred to in subsection (4) the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the terms and conditions thereof. Right to vote 183(6) Each share of the corporation carries the right to vote in respect of a sale, lease or exchange referred to in subsection (3) whether or not it otherwise carries the right to vote. Shareholder approval 183(7) A sale, lease or exchange referred to in subsection (3) is adopted when the holders of each class or series entitled to vote thereon have approved of the sale, lease or exchange by a special resolution. Termination 183(8) The directors of a corporation may, if authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the shareholders. S.M. 1988-89, c. 11, s. 5 ; S.M. 2006, c. 10, s. 29 . Right to dissent 184(1) Subject to sections 185 and 234, and any unanimous shareholder agreement, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under clause 185(10)⁠(d) that affects the holder or if the corporation resolves (a) to amend its articles under section 167 or 168 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class; or (b) to amend its articles under section 167 to add, change or remove any restriction upon the business or businesses that the corporation may carry on; or (c) to amalgamate with another corporation, otherwise than under section 178; or (d) to be continued under the laws of another jurisdiction under section 182; or (e) to sell, lease or exchange all or substantially all its property under subsection 183(3); or (f) to amend its articles under subsection 167(2) to convert the corporation from a corporation with share capital into a corporation without share capital; or (g) to amend its articles under subsection 167(2) to convert the corporation from a corporation without share capital into a corporation with share capital, where the articles contain a provision that upon dissolution the remaining property is to be distributed among the members as provided in section 277; or (h) if it is a corporation without share capital, to amend its articles under section 167 to prevent a distribution to the members on dissolution. Further right to dissent 184(2) A holder of shares of any class or series of shares entitled to vote under section 170 may dissent if the corporation resolves to amend its articles in a manner described in that section. Payment for shares 184(3) In addition to any other right he may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which he dissents or an order made under subsection 185(10) becomes effective, to be paid by the corporation the fair value of the shares held by him in respect to which he dissents, determined as of the close of business on the day before the resolution was adopted or the order was made. No partial dissent 184(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by him on behalf of any one beneficial owner and registered in the name of the dissenting shareholder. Objection 184(5) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of his right to dissent. Notice of resolution 184(6) The corporation shall, within 10 days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but the notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn his objection. Demand for payment 184(7) A dissenting shareholder shall, within 20 days after he receives a notice under subsection (6) or, if he does not receive the notice, within 20 days after he learns that the resolution has been adopted, send to the corporation a written notice containing (a) his name and address; (b) the number and class of shares in respect of which he dissents; and (c) a demand for payment of the fair value of his shares. Share certificate 184(8) A dissenting shareholder shall, within 30 days after sending a notice under subsection (7), send the certificates representing the shares in respect of which he dissents to the corporation or its transfer agent. Forfeiture 184(9) A dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section. Endorsing certificate 184(10) A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder. Suspension of rights 184(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of his shares as determined under this section except where (a) the dissenting shareholder withdraws his notice before the corporation makes an offer under subsection (12); (b) the corporation fails to make an offer in accordance with subsection (12) and the dissenting shareholder withdraws his notice; or (c) the directors revoke a resolution to amend the articles under subsection 167(8) or 168(3), terminate an amalgamation agreement under subsection 177(6) or an application for continuance under subsection 182(6), or abandon a sale, lease or exchange under subsection 183(8); and in that case his rights as a shareholder are reinstated as of the date he sent the notice referred to in subsection (7). Offer to pay 184(12) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent the notice (a) a written offer to pay for his shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or (b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares. Same terms 184(13) Every offer made under subsection (12) for shares of the same class or series shall be on the same terms. Payment 184(14) Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within 10 days after an offer made under subsection (12) has been accepted, but that offer lapses if the corporation does not receive an acceptance thereof within 30 days after the offer has been made. Corporation application to court 184(15) Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within 50 days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder. Shareholder application to court 184(16) If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow. Venue 184(17) An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province. No security for costs 184(18) A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16). Parties 184(19) Upon an application under subsection (15) or (16), (a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and (b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of his right to appear and be heard in person or by counsel. Powers of court 184(20) Upon an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders. Appraisers 184(21) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders. Final order 184(22) The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of his shares as fixed by the court. Interest 184(23) A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment. Notice that subsection (26) applies 184(24) If subsection (26) applies, the corporation shall, within 10 days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares. Effect where subsection (26) applies 184(25) If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving a notice under subsection (24) may (a) withdraw his notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to his full rights as a shareholder; or (b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders. Limitation 184(26) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that (a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or (b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities. S.M. 1988-89, c. 11, s. 5 . Definitions 185(1) In this section, "arrangement" includes (a) an amendment to the articles of a corporation; (b) an amalgamation of two or more corporations; (c) a division of the business carried on by a corporation; (d) a transfer of all or substantially all the property of a corporation to another body corporate in exchange for property, money or securities of the body corporate; (e) an exchange of securities of a corporation held by security holders for property, money or other securities of the corporation or property, money or securities of another body corporate that is not a take-over bid to which The Securities Act applies; (f) a liquidation and dissolution of a corporation; and (g) any combination of the foregoing; (« arrangement ») "reorganization" means a court order made under (a) section 234; or (b) the Bankruptcy Act (Canada), approving a proposal; or (c) any other Act of the Legislature that affects the rights among the corporation, its shareholders and creditors. (« réorganisation ») Powers of court 185(2) If a corporation is subject to an order referred to in subsection (1), its articles may be amended by the order to effect any change that might lawfully be made by an amendment under section 167. Further powers 185(3) If a court makes an order referred to in subsection (1), the court may also (a) authorize the issue of debt obligations of the corporation, whether or not convertible into shares of any class or having attached any rights or options to acquire shares of any class, and fix the terms thereof; and (b) appoint directors in place of or in addition to all or any of the directors then in office. Articles of reorganization 185(4) After an order referred to in subsection (1) has been made, the corporation shall send the Director articles of reorganization in the form the Director requires. Certificate of reorganization 185(5) Upon the receipt of articles of reorganization, the Director shall issue a certificate of amendment in accordance with section 255. Effect of certificate 185(6) A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly. No dissent 185(7) A shareholder is not entitled to dissent under section 184 if an amendment to the articles of incorporation is effected under this section. Where corporation insolvent 185(8) For the purposes of this section, a corporation is insolvent (a) where it is unable to pay its liabilities as they become due; or (b) where the realizable value of the assets of the corporation are less than the aggregate of its liabilities and stated capital of all classes. Application to court for approval of arrangement 185(9) Where it is not practicable for a corporation that is not insolvent to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the corporation may apply to a court for an order approving an arrangement proposed by the corporation. Powers of court 185(10) In connection with an application under subsection (9), the court may make any interim or final order it thinks fit including, without limiting the generality of the foregoing, (a) an order determining the notice to be given to an interested person or dispensing with notice to any person other than the Director; (b) an order appointing counsel, at the expense of the corporation, to represent the interests of the shareholders; (c) an order requiring a corporation to call, hold and conduct a meeting of holders of securities or options or rights to acquire securities in such manner as the court directs; (d) an order permitting a shareholder to dissent under section 184; (e) an order approving an arrangement as proposed by the corporation or as amended in any manner the court may direct. Notice to Director 185(11) An applicant under subsection (9) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel. Articles of arrangement 185(12) After an order referred to in clause (10)⁠(e) has been made, the corporation shall send the Director articles of arrangement, in the form the Director requires, together with the documents required by sections 19 and 108, if applicable. Certificate of amendment 185(13) Upon receipt of articles of arrangement, the Director shall issue a certificate of amendment in accordance with section 255. Effect of certificate 185(14) An arrangement becomes effective on the date shown in the certificate of amendment. S.M. 2006, c. 10, s. 30 . PART XV POWER OF ATTORNEY Attorney required 186(1) Every body corporate to which this Act applies (a) that has no director or officer residing in the province; or (b) that has its registered office outside of the province; shall, by a duly executed power of attorney in the form the Director requires, appoint a person residing in the province to act as its attorney for the purpose of accepting service of any process or being served therewith in any suit or proceeding against the body corporate within the province, and of receiving all lawful notices, and of declaring that service of process in respect of any suit or proceeding and of any lawful notice on the attorney are legal and binding on the body corporate, and the power of attorney shall be filed with the Director. Invalidity of power of attorney 186(2) If the attorney for service ceases to reside in the province, or dies or resigns, or the power of attorney filed becomes invalid or ineffectual for any reason, the body corporate shall, within 10 days thereafter or within such further time as the Director may prescribe, file another power of attorney. Failure to comply with subsec. (1) or (2) 186(3) The Director may dissolve a corporation, or cancel the registration of a body corporate, for failure to comply with subsection (1) or (2). Consent to act as attorney 186(4) A person appointed by a body corporate as its attorney shall sign a consent to act as attorney in the form the Director requires. Service of process 186(5) Upon compliance with this section, any process in any suit or proceedings in the province against the body corporate may be served upon the attorney unless he is so replaced, and thereafter upon his successor from time to time duly appointed, in the same manner as process may be served upon the proper officer of any body corporate incorporated under the law of the province; and all proceedings may be had thereupon to judgment and execution in the same manner as in any civil suit in the province. Binds body corporate 186(6) Where any body corporate has heretofore empowered or hereafter empowers any person as its attorney, either generally or in respect of any specified matters, to execute deeds on its behalf, every deed signed by that attorney on behalf of the body corporate in respect of property or civil rights in the province, binds the body corporate. S.M. 2006, c. 10, s. 31 . PART XVI REGISTRATION OF BODIES CORPORATE Application 187(1) This Part, except where it is otherwise expressly provided, applies to every body corporate carrying on its business or undertaking in Manitoba, other than a body corporate licensed under the Insurance Act as an insurer, or a body corporate created solely for religious purposes. Carrying on business 187(2) For the purposes of this Part, a body corporate is deemed to be carrying on its business or undertaking in Manitoba if (a) it has a resident agent or representative, or a warehouse, office or place of business in Manitoba; or (b) its name or any name under which it carries on business, together with an address for the body corporate in Manitoba, is listed in a Manitoba telephone directory; or (c) its name or any name under which it carries on business, together with an address for the body corporate in Manitoba, is included in any advertisement advertising the business or any product of the body corporate; or (d) it is the registered owner of real property situate in Manitoba; or (e) it otherwise carries on its business or undertaking in Manitoba. Registration of corporations 187(3) A corporation incorporated or continued under this Act is deemed to be registered concurrently with the issuance of its certificate of incorporation or continuance, an extra-provincial body corporate shall be registered before, and a body corporate incorporated under the laws of Canada shall be registered within 30 days after commencing its business or undertaking in the province; and any other class of bodies corporate carrying on their business or undertaking in the province, shall be registered before commencing to carry on the business or undertaking in the province; and no body corporate shall carry on its business or undertaking in Manitoba unless so registered. Registration of trust and loan corporations 187(3.1) Notwithstanding subsection (3), a body corporate incorporated under the laws of Canada that is required to have a business authorization under Part XXIV shall be registered before commencing to carry on its business or undertaking in the province. Compliance 187(4) Upon an application for registration under this Part, the applicant shall establish, to the satisfaction of the Director, that the provisions of this Act and the regulations made thereunder have been complied with. Penalty 187(5) Every body corporate that carries on its business or undertaking in the province without being registered, and every director and officer of the body corporate, and every representative or agent acting in any capacity for the body corporate so carrying on its business or undertaking, is respectively guilty of an offence and is liable to a penalty of $50. for every day the business or undertaking is so carried on. S.M. 1993, c. 18, s. 2 . Preliminary matters 188 The provisions of this Part, or of any Act for which this Part is substituted, relating to matters preliminary to the issue of a certificate of registration, or supplementary certificate of registration, shall be deemed to be directory only; and no certificate, issued or given, or which has heretofore been issued or given, under this Part or any of those Acts, shall be held void or voidable on account of any irregularity or insufficiency of any matter preliminary to the issue of the certificate. Transitional 189(1) A body corporate licensed or registered under any Act for which this Act is substituted, and the licence or registration of which has not been revoked, is deemed to be registered under this Act. Restriction on capital employed abrogated 189(2) Any restriction on the amount of capital employed in Manitoba contained in a licence issued under any Act for which this Act is substituted, is abrogated. Continuing restriction 189(3) A restriction, other than that referred to in subsection (2), contained in a licence issued under any Act for which this Act is substituted, continues as a restriction on its registration. Amending restriction 189(4) A body corporate may apply to the Director to amend or delete a restriction contained in a certificate of registration. Refusal to amend 189(5) The Director may refuse to amend or delete the restriction contained in the certificate of registration of a body corporate, but the body corporate may appeal his decision to the Lieutenant Governor in Council whose decision shall be final. Supplementary certificate 189(6) Where the Director amends or deletes a restriction contained in the certificate of registration of a body corporate, he shall issue to the body corporate a supplementary certificate of registration in respect thereof. 189(7) [Repealed] S.M. 2000, c. 41, s. 11 . S.M. 2000, c. 41, s. 11 . Publication of notice of certificate of registration 189.1 The Director shall, in the manner set out in the regulations, publish notice of every (a) issuance of a certificate of registration under this Part; (b) cancellation of a certificate or supplementary certificate of registration; and (c) restoration of a cancelled certificate or supplementary certificate of registration. S.M. 2000, c. 41, s. 12 . Application for registration 190(1) A body corporate incorporated otherwise than under this Act shall file with the Director an application for registration in the form the Director requires, in duplicate, and shall in addition file with the Director or provide the Director with such other documents or information as he may require. Approval of Registrar of Cooperatives 190(2) No certificate of registration shall be issued to an extra-provincial body corporate that is organized and operated on a cooperative basis within the meaning of The Cooperatives Act without the prior approval of the Registrar of Cooperatives. Compliance 190(3) Upon compliance with the provisions of this Part, and where in any case this Act requires compliance with other provisions, upon compliance with them, and on payment of the fees prescribed, the Director shall issue to the body corporate a certificate of registration. Issuance of certificate 190(4) Upon the issuance of a certificate of registration under this Part and during the period the registration remains in force, but not otherwise, a body corporate may, subject to the provisions of its articles and certificate of registration, carry on its business or undertaking in Manitoba. S.M. 2006, c. 10, s. 32 . Prohibited names 191(1) No body corporate to which this Part applies shall carry on its business or undertaking under a name (a) that, except as prescribed, is identical with the name of an individual, association, partnership or body corporate carrying on any business or undertaking, or so nearly resembles the name that it is likely to confuse or mislead; or (b) that is, as prescribed, prohibited or deceptively misdescriptive; or (c) that the Director for any other reason disapproves. Directing change of name 191(2) Where a body corporate to which this Part applies obtains a name which in the opinion of the Director is in contravention of subsection (1), the Director may, in writing giving his reasons, direct the body corporate to change its name to one that he approves. Appeal 191(3) Within 20 days after receiving a directive made under subsection (2), the body corporate may appeal to the court. New name 191(4) Upon receipt of a copy of the document evidencing the change of name to a name approved by him, the Director shall enter the new name on the register in place of the former name, and shall issue a supplementary certificate of registration showing the change of name. Non-compliance 191(5) Unless the order made under subsection (2) is set aside on appeal, the Director may cancel the registration of the body corporate for failure to comply with the order. Corporate name 191(6) Every body corporate to which this Part applies shall set out its corporate name in legible characters in all contracts, invoices, negotiable instruments and orders for goods and services issued or made by or on behalf of the body corporate in Manitoba. Other name 191(7) Subject to subsections (1) and (6) and the provisions of The Business Names Registration Act , a body corporate may carry on business under or identify itself by a name other than its corporate name. Rights not affected 191(8) A change of name does not affect any rights or obligations of the body corporate or render defective any legal proceedings by or against it; and proceedings that might have been continued or commenced by or against it under the former name may be continued or commenced by or against it under the new name. Filing documents 192(1) A body corporate to which this Part applies shall file with the Director (a) a notice of any change in location of its registered office, within 90 days of the making of the change; (b) an application for a supplementary certificate of registration, in duplicate, upon an amalgamation or a continuance, or a change of or addition to its name, within 90 days of the issuance of the amendment to its articles; and (c) in the case of an amalgamation, a new power of attorney in addition to the application required under clause (b). Supplementary certificate 192(2) The Director may issue a supplementary certificate of registration to a body corporate previously registered under this Part that is granted articles of continuance continuing it as a body corporate in another jurisdiction. Registration of former Manitoba corporation 192(3) Where a corporation is continued in another jurisdiction, the Director shall not issue a supplementary certificate of registration under subsection (2) unless the body corporate files an application for a supplementary certificate of registration within 90 days of the date of continuance and, if the body corporate requires to be registered under this Part thereafter, it shall apply for registration as if it had never been registered under this Part. Supplementary certificate 192(4) The Director may issue a supplementary certificate of registration to a body corporate registered under this Part that obtains articles of amalgamation, or of amendment adding to or changing its name. Exception 192(5) Subsection (1) does not apply to a corporation that, pursuant to this Act, receives articles of continuance, articles of amalgamation or articles of amendment. Restriction on certificate 193(1) Upon the filing of any document pursuant to section 192, the Director may restrict the terms of the supplementary certificate of registration issued in relation thereto; but the body corporate may appeal the Director's decision to the Lieutenant Governor in Council whose decision shall be final. Refusal to register 193(2) The Director may refuse to register an extra-provincial body corporate, or may restrict the terms of the certificate of registration or supplementary certificate of registration, as the case may be, of a body corporate; and, where the terms of the certificate of registration or supplementary certificate of registration of a body corporate are so restricted, the body corporate shall not carry on its business or undertaking except subject to the restrictions. Notice of refusal or restriction 193(3) Where the Director refuses to register an extra-provincial body corporate or restricts the terms of the certificate of registration or the supplementary certificate of registration, as the case may be, of a body corporate, he shall notify the body corporate of the refusal or restriction; and the body corporate may appeal the refusal or restriction to the Lieutenant Governor in Council, and the decision of the Lieutenant Governor in Council is final. Cancellation of registration 194(1) The Director shall cancel the registration of any body corporate upon the forfeiture or revocation of its articles, upon its dissolution or upon the cancellation of its business authorization under Part XXIV and may do so, (a) upon notice from the body corporate, or proof to his satisfaction, that it has ceased to carry on its business or undertaking in the province; or (b) upon the failure of the body corporate to file any annual return required to be filed with the Director pursuant to this Act, or any Act for which this Act is substituted, for two consecutive years after the annual return should have been so filed, or for the failure for a period of three months to make a proper return or pay a tax that it is liable to pay under The Corporation Capital Tax Act ; or (c) if the body corporate makes default in observing or complying with the limitations and conditions of its certificate of registration or supplementary certificate of registration; or (d) if the body corporate fails to comply with any of the requirements of this Act in any particular as to which no other procedure is prescribed, and the failure is established to the satisfaction of the Director. Liability continues 194(2) The cancellation of the registration of a body corporate does not affect the liability of the body corporate or its successors for debts or liabilities of the body corporate; and action to recover them, or any action to which the body corporate is a necessary party, or proceedings to realize upon its assets, may be commenced against the body corporate or its successors, notwithstanding any suspension or revocation heretofore or hereafter made. Appeal 194(3) An interested person who feels aggrieved by the decision of the Director to cancel the registration of the body corporate, may apply to the court for an order requiring the Director to change his decision, and upon the application the court may so order and make any further order it thinks fit. Filing of order 194(4) In that event the applicant shall file a certified copy of the order with the Director, and the Director shall forthwith amend his records to comply with the order. Restoration of registration 194(5) The Director, subject to such terms and conditions as he sees fit to impose, may restore the registration of any body corporate; and thereupon the body corporate, subject to the terms of the restoration order and the rights of third parties acquired subsequent to the cancellation, shall be restored to its legal position including all its rights and privileges, actions, property, and assets, as at the time of the cancellation in the same manner and to the same extent as if there had been no cancellation. Liability of directors continue 194(6) The liability of every director, officer, or agent of the body corporate continues and may be enforced as if the registration of the body corporate had not been cancelled. S.M. 1993, c. 18, s. 3 . Service of process 195 Service of any process in any action shall be deemed to have been sufficiently made upon the body corporate, if made upon any director or officer or attorney as shown in the most recent notice on the records of the Director. Estate of minor, mentally incompetent or deceased person 196 No body corporate shall act as the executor or administrator of the estate of a deceased person, nor shall, in connection with the estate of a minor or a mentally incompetent person, act as a trustee, executor, guardian, administrator, substitute decision maker for property under The Adults Living with an Intellectual Disability Act , or committee unless (a) it has a business authorization as a trust corporation or extra-provincial trust corporation under Part XXIV; and (b) it is registered under this Part. S.M. 1991-92, c. 41, s. 4 ; S.M. 1993, c. 18, s. 4 ; S.M. 1993, c. 29, s. 176 ; S.M. 2023, c. 19, s. 86 . Actions 197(1) An extra-provincial body corporate is not capable of commencing or maintaining any action or other proceeding in a court in respect of a contract made in whole or in part in the province, in the course of, or in connection with, the business or undertaking carried on by it, without being registered under the provisions of this Part. Proof of registration 197(2) In any action or proceeding, the burden of showing that it is registered is upon the body corporate. Registration authorizes all previous acts 197(3) The registration of a body corporate is deemed to authorize all previous acts of the body corporate, and is construed as if the certificate of registration or supplementary certificate of registration had been granted before the body corporate commenced to carry on its business or undertaking in the province, except for the purpose of a prosecution for an offence under this Part. Real property 198(1) A body corporate to which this Part applies may, subject to this Act, its articles or certificate of registration acquire, hold, mortgage, alienate and otherwise dispose of land in Manitoba and any interest therein. Execution of instrument affecting land 198(2) Every instrument affecting land, executed by a body corporate registered under this Part, or executed by a director, officer or any person duly authorized by the body corporate, is binding on the body corporate according to the tenor and effect of the instrument. Investigation 199 The Attorney-General may in accordance with Part XVIII apply, ex parte or upon such notice as the court may require, to the court for an order directing an investigation to be made of a body corporate or any of its affiliates registered under this Act. Registration of trust and loan corporations 199.1 The Director may impose any condition on the registration of a body corporate that is required to have a business authorization under Part XXIV and shall do so in the circumstance set out in clause 199.2(d). S.M. 1993, c. 18, s. 5 . Effect of business authorization for trust and loan corporations 199.2 Notwithstanding any provision of this Part, where a body corporate is required to have a business authorization under Part XXIV (a) an application for registration or for a supplementary certificate of registration made by the body corporate shall not be accepted unless it has a business authorization under Part XXIV or has been issued a corresponding change to that business authorization; (b) a certificate of registration or a supplementary certificate of registration shall not be issued to the body corporate unless it has a business authorization under Part XXIV; (c) the body corporate shall not carry on business in Manitoba unless it has a business authorization under Part XXIV and a certificate of registration under this Part; (d) any conditions imposed on the business authorization of the body corporate under Part XXIV shall immediately be imposed on its registration; and (e) the cancellation of the business authorization of the body corporate under Part XXIV shall immediately result in the cancellation of its registration under this Part. S.M. 1993, c. 18, s. 5 . Application for Supplementary Registration 199.3 Notwithstanding subsection 194(1) and clause 199.2(e), where the business authorization of a body corporate under Part XXIV is revoked because the body corporate has been continued as a kind of body corporate to which Part XXIV does not apply, the registration of the body corporate under this Part shall not be cancelled immediately but shall be cancelled on the expiry of a period of 30 days after the revocation of its business authorization unless it sooner files an Application for Supplementary Registration. S.M. 1994, c. 20, s. 3 . Definitions 199.4(1) The following definitions apply in this section. "designated jurisdiction" means a jurisdiction designated by regulation under subsection (3). (« autorité législative désignée ») "extra-provincial registrar" means a person in a designated jurisdiction whose responsibilities relating to the registration of bodies corporate are similar to those of the Director under this Act. (« registraire extraprovincial ») "multi-jurisdictional registry access service" means a service that (a) allows for the electronic access of data from and transmission of data to a business registry; and (b) is operated by or on behalf of the Government of Canada or one or more provinces or territories of Canada for the joint use by (i) more than one province or territory of Canada, or (ii) the Government of Canada and one or more provinces or territories of Canada. (« service d'accès à un registre multiterritorial ») Agreements re extra-provincial matters 199.4(2) The Director may enter into an agreement with the Government of Canada, the government of a province or territory of Canada, an extra-provincial registrar or the operator of a multi-jurisdictional registry access service in respect of (a) the collection and disclosure by an extra-provincial registrar or operator of a multi-jurisdictional registry access service of fees, records, applications, forms, notices and other documents or information required under this Act; (b) the collection and disclosure by the Director of fees, records, applications, forms, notices and other documents or information required under an enactment of another jurisdiction that is similar to this Act; (c) the transmission or sharing of anything referred to in clause (a) or (b) between the Director and an extra-provincial registrar or operator of a multi-jurisdictional registry access service; (d) the powers and duties of the Director and an extra-provincial registrar or operator of a multi-jurisdictional registry access service in respect of the agreement; and (e) any other matters related to clauses (a) to (d) that the Director considers appropriate.

Regulations 199.4(3) The Lieutenant Governor in Council may make regulations (a) designating another province or territory of Canada, or the Government of Canada, as a designated jurisdiction for the purposes of this section; (b) respecting the registration of extra-provincial bodies corporate and bodies corporate incorporated under the laws of Canada under this Act, including regulations respecting (i) applications for registration, (ii) annual returns and other returns and the form and manner in which they are to be filed, (iii) the cancellation or reinstatement of a registration, (iv) changes to their name, articles, registered office, directors or attorney for service, and (v) their amalgamation, continuance, liquidation or dissolution; (c) respecting the documentation to be issued by the Director in respect of extra-provincial bodies corporate and bodies corporate incorporated under the laws of Canada; (d) respecting the service of documents on extra-provincial bodies corporate and bodies corporate incorporated under the laws of Canada; (e) respecting the retention of documents and information by extra-provincial bodies corporate and bodies corporate incorporated under the laws of Canada registered under this Act; (f) respecting the collection and disclosure by the Director of fees, records, filings, applications, forms, notices and other documents or information required under this Act or an enactment of a designated jurisdiction that is similar to this Act; (g) respecting the transmission by the Director to an extra-provincial registrar or operator of a multi-jurisdictional registry access service of anything referred to in clause (f); (h) specifying the form and manner in which anything referred to in clause (f) is to be collected, disclosed or transmitted; (i) respecting the forms required for the purposes of a regulation made under this section; (j) prescribing fees for the provision of services under a regulation made under this section and respecting the payment and collection of such fees, including specifying circumstances when a fee may be waived; (k) exempting extra-provincial bodies corporate or bodies corporate incorporated under the laws of Canada from a provision of this Act or a regulation made under this Act. Application of regulations 199.4(4) A regulation under this section may be general or particular in its application and apply in whole or in part to or in respect of (a) one or more classes of body corporate specified in the regulations; or (b) one or more designated jurisdictions, extra-provincial registrars or multi-jurisdictional registry access services. Regulation prevails 199.4(5) If there is a conflict or inconsistency between a provision of a regulation made under this section and a provision of this Act or a regulation made under another section of this Act, the provision of the regulation made under this section prevails to the extent of the conflict or inconsistency. S.M. 2019, c. 25, s. 51 . PART XVII LIQUIDATION, DISSOLUTION AND REVIVAL Revival by the Director 200 Where a corporation is dissolved under section 203, 204 or 205 or under any similar provision of any Act for which this Act is substituted, any interested person may apply to the Director to have the corporation revived by filing articles of revival in the form the Director requires. S.M. 2006, c. 10, s. 33 . Revival by court 201 Where a corporation is dissolved on the order of a court, any interested person may apply to the court to have the corporation revived. Certificate of revival 202(1) Upon the receipt of articles of revival in the required form, or an order of the court to revive the corporation, the Director shall issue a certificate of revival in accordance with section 255. Rights preserved 202(2) A corporation is revived as a corporation under this Act on the date shown on the certificate of revival, and thereafter the corporation, subject to such reasonable terms as may be imposed by the court or the Director and to the rights acquired by any person after its dissolution, has all the rights and privileges and is liable for the obligations that it would have had if it had not been dissolved. S.M. 2006, c. 10, s. 34 . Dissolution before commencing business 203(1) A corporation that has not issued any shares may be dissolved at any time by resolution of all the directors. Dissolution if no property 203(2) A corporation that has no property and no liabilities may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolution of the holders of each class whether or not they are otherwise entitled to vote. Dissolution where property disposed of 203(3) A corporation that has property or liabilities or both may be dissolved by special resolution of the shareholders or, where it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote, if (a) by the special resolution or resolutions the shareholders authorize the directors to cause the corporation to distribute any property and discharge any liabilities; and (b) the corporation has distributed any property and discharged any liabilities before it sends articles of dissolution to the Director pursuant to subsection (4). Articles of dissolution 203(4) A corporation shall send the Director articles of dissolution, in the form the Director requires, if (a) the corporation has not issued any shares and all of its directors have resolved to dissolve it under subsection (1); (b) the corporation has no property and no liabilities, and the necessary resolutions to dissolve it have been passed as required by subsection (2); or (c) the necessary resolutions to dissolve the corporation have been passed, its property has been distributed and its liabilities have been discharged, as required by subsection (3). Certificate of dissolution 203(5) Upon receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 255. Effect of certificate 203(6) The corporation ceases to exist on the date shown in the certificate of dissolution. S.M. 1988-89, c. 11, s. 5 ; S.M. 2006, c. 10, s. 35 . Proposing liquidation and dissolution 204(1) The directors may propose, or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 131, make a proposal for, the voluntary liquidation and dissolution of a corporation. Notice of meeting 204(2) Notice of any meeting of shareholders at which voluntary liquidation and dissolution is to be proposed shall set out the terms thereof. Shareholders resolution 204(3) A corporation may liquidate and dissolve by special resolution of the shareholders or, where the corporation has issued more than one class of shares, by special resolution of the holders of each class whether or not they are otherwise entitled to vote. Statement of intent to dissolve 204(4) A corporation that wishes to obtain a certificate of intent to dissolve shall send the Director a statement of intent to dissolve in the form the Director requires. Certificate of intent to dissolve 204(5) Upon receipt of a statement of intent to dissolve, the Director shall issue a certificate of intent to dissolve in accordance with section 255. Effect of certificate 204(6) Upon issue of a certificate of intent to dissolve, the corporation shall cease to carry on business except to the extent necessary for the liquidation, but its corporate existence continues until the Director issues a certificate of dissolution. Liquidation 204(7) After issue of a certificate of intent to dissolve, the corporation shall (a) immediately cause notice thereof to be sent or delivered to each known creditor of the corporation; (b) forthwith publish notice in the Manitoba Gazette and once in a newspaper published or distributed in the place where the corporation has its registered office and take reasonable steps to give notice thereof in every jurisdiction where the corporation carries on business; (c) proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations and to do all other acts required to liquidate its business; and (d) after giving the notice required under clauses (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights. Supervision by court 204(8) The Director or any interested person may, at any time during the liquidation of a corporation, apply to a court for an order that the liquidation be continued under the supervision of the court as provided in this Part, and upon the application the court may so order and make any further order it thinks fit. Notice to Director 204(9) An applicant under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel. Revocation 204(10) At any time after issue of a certificate of intent to dissolve and before issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by sending to the Director a statement of revocation of intent to dissolve in the form the Director requires, if the revocation is approved in the same manner as the resolution under subsection (3). Certificate of revocation of intent to dissolve 204(11) Upon receipt of a statement of revocation of intent to dissolve, the Director shall issue a certificate of revocation of intent to dissolve in accordance with section 255. Effect of certificate 204(12) On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the corporation may continue to carry on its business or businesses. Right to dissolve 204(13) If a certificate of intent to dissolve has not been revoked and the corporation has complied with subsection (7), the corporation shall prepare articles of dissolution in the form the Director requires. Articles of dissolution 204(14) After complying with subsection (13), the corporation shall send the Director the articles of dissolution if it wishes to obtain a certificate of dissolution under this section. Certificate of dissolution 204(15) Upon receipt of articles of dissolution, the Director shall issue a certificate of dissolution in accordance with section 255. Effect of certificate 204(16) The corporation ceases to exist on the date shown in the certificate of dissolution. S.M. 2006, c. 10, s. 36 . Dissolution by Director 205(1) Subject to subsections (2) and (5), the Director may dissolve a corporation by issuing a certificate of dissolution under this section, or may apply to the court for an order dissolving the corporation, if (a) the corporation is in default for a period of two consecutive years in sending the Director any notice or document required by this Act; (b) the Director has reasonable cause to believe that the corporation is not carrying on business or is not in operation; (c) the corporation is in default in sending the Director any fee required by this Act; (d) the corporation does not have any directors or subsection 114.1(1) applies in respect of the corporation; (e) the corporation has fewer directors who are residents of Canada than this Act requires; or (f) without limiting the generality of clause (d), the corporation is a corporation without share capital and it has fewer than three directors. Notice and publication 205(2) The Director shall not dissolve a corporation under this section (a) until he or she has given the corporation notice of the decision to dissolve it; and (b) when the dissolution is for a reason set out in clause (1)⁠(a), (b) or (c), until he or she has published, in the manner set out in the regulations, a notice of the decision to dissolve the corporation. Length of notice 205(3) The notice referred to in clause (2)⁠(a) shall be dated and sent at least 90 days prior to the date of dissolution. Corporation not in operation 205(4) Where a corporation, in writing, notifies the Director that it is not carrying on business or is not in operation, clause (2)⁠(a) does not apply and the Director may publish a notice in compliance with clause (2)⁠(b). Certificate of dissolution 205(5) Unless the corporation remedies the default or cause to the contrary is shown or an order is made by a court under section 239, the corporation is deemed to be dissolved on the date specified in the notice under clause (2)⁠(b). Effect of certificate 205(6) The corporation ceases to exist on the date shown in the certificate of dissolution. S.M. 1988-89, c. 11, s. 5 ; S.M. 2000, c. 41, s. 13 ; S.M. 2006, c. 10, s. 37 . Grounds for dissolution 206(1) The Director or any interested person may apply to a court for an order dissolving a corporation if the corporation has (a) failed for two or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings of shareholders; or (b) contravened subsection 16(2) or section 21, 151 or 153; or (c) procured any certificate under this Act by misrepresentation. Notice to Director 206(2) An applicant under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel. Dissolution order 206(3) Upon an application under this section or section 205, the court may order that the corporation be dissolved, or that the corporation be liquidated and dissolved under the supervision of the court, and the court may make any other order it thinks fit. Certificate 206(4) Upon receipt of an order under this section, section 205 or section 207, the Director shall (a) if the order is to dissolve the corporation, issue a certificate of dissolution in the approved form; or (b) if the order is to liquidate and dissolve the corporation under the supervision of the court, issue a certificate of intent to dissolve in the approved form and publish a notice of the order in the manner set out in the regulations. Effect of certificate 206(5) The corporation ceases to exist on the date shown in the certificate of dissolution. S.M. 2000, c. 41, s. 14 ; S.M. 2006, c. 10, s. 38 . Further grounds 207(1) A court may order the liquidation and dissolution of a corporation or any of its affiliated corporations upon the application of a shareholder, (a) if the court is satisfied that in respect of the corporation or any of its affiliates (i) any act or omission of the corporation or any of its affiliates effects a result, or (ii) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or (iii) the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer; or (b) if the court is satisfied that (i) a unanimous shareholder agreement entitles a complaining shareholder to demand dissolution of the corporation after the occurrence of a specified event and that event has occurred, or (ii) it is just and equitable that the corporation should be liquidated and dissolved. Alternative order 207(2) Upon an application under this section, a court may make such order under this section or section 234 as it thinks fit. Application of section 235 207(3) Section 235 applies to an application under this section. Application for supervision 208(1) An application to a court to supervise a voluntary liquidation and dissolution under subsection 204(8) shall state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation and dissolution. Court supervision 208(2) If a court makes an order applied for under subsection 204(8), the liquidation and dissolution of the corporation shall continue under the supervision of the court in accordance with this Act. Application to court 209(1) An application to a court under subsection 207(1) shall state the reasons, verified by an affidavit of the applicant, why the corporation should be liquidated and dissolved. Show cause order 209(2) Upon an application under subsection 207(1), the court may make an order requiring the corporation and any person having an interest in the corporation or claim against it to show cause, at a time and place therein specified, not less than four weeks after the date of the order, why the corporation should not be liquidated and dissolved. Powers of court 209(3) Upon an application under subsection 207(1), the court may order the directors and officers of the corporation to furnish to the court all material information known to or reasonably ascertainable by them, including (a) financial statements of the corporation; (b) the name and address of each shareholder of the corporation; and (c) the name and address of each creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims and any person with whom the corporation has a contract. Publication 209(4) A copy of an order made under subsection (2) shall be (a) published as directed in the order, at least once in each week before the time appointed for the hearing, in a newspaper published or distributed in the place where the corporation has its registered office; and (b) served upon the Director and each person named in the order. Person responsible 209(5) Publication and service of an order under this section shall be effected by the corporation or by such other person and in such manner as the court may order. Powers of court 210 In connection with the dissolution or the liquidation and dissolution of a corporation, the court may, if it is satisfied that the corporation is able to pay or adequately provide for the discharge of all its obligations make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order to liquidate; (b) an order appointing a liquidator, with or without security, fixing his remuneration and replacing a liquidator; (c) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees; (d) an order determining the notice to be given to any interested person, or dispensing with notice to any person; (e) an order determining the validity of any claims made against the corporation; (f) an order at any stage of the proceedings, restraining the directors and officers from (i) exercising any of their powers, or (ii) collecting or receiving any debt or other property of the corporation, and from paying out or transferring any property of the corporation, except as permitted by the court; (g) an order determining and enforcing the duty or liability of any director, officer or shareholder (i) to the corporation, or (ii) for an obligation of the corporation; (h) an order approving the payment, satisfaction or compromise of claims against the corporation and the retention of assets for that purpose, and determining the adequacy of provisions for the payment or discharge of obligations of the corporation, whether liquidated, unliquidated, future or contingent; (i) an order disposing of or destroying the documents and records of the corporation; (j) upon the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising in the liquidation; (k) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator; (l) subject to section 216, an order approving any proposed interim or final distribution to shareholders in money or in property; (m) an order disposing of any property belonging to creditors or shareholders who cannot be found; (n) upon the application of any director, officer, security holder, creditor or the liquidator, (i) an order staying the liquidation on such terms and conditions as the court thinks fit, (ii) an order continuing or discontinuing the liquidation proceedings, or (iii) an order to the liquidator to restore to the corporation all its remaining property; and (o) after the liquidator has rendered his final account to the court, an order dissolving the corporation. Effect of order 211 The liquidation of a corporation commences when a court makes an order therefor. Cessation of business and powers 212(1) If a court makes an order for liquidation of a corporation (a) the corporation continues in existence but shall cease to carry on business, except the business that is in the opinion of the liquidator required for an orderly liquidation; and (b) the powers of the directors and shareholders cease and vest in the liquidator, except as specifically authorized by the court. Delegation by liquidator 212(2) The liquidator may delegate any of the powers vested in him by clause (1)⁠(b) to the directors or shareholders. Appointment of liquidator 213(1) When making an order for the liquidation of a corporation or at any time thereafter, the court may appoint any person, including a director, an officer or a shareholder of the corporation or any other body corporate, as liquidator of the corporation. Vacancy 213(2) Where an order for the liquidation of a corporation is made and the office of liquidator is or becomes vacant, the property of the corporation is under the control of the court until the office of liquidator is filled. Duties of liquidator 214 A liquidator shall (a) forthwith after his appointment, give notice thereof to the Director and to each claimant and creditor known to the liquidator; (b) forthwith publish notice in the Manitoba Gazette and by insertion once a week for two consecutive weeks in a newspaper published or distributed in the place where the corporation has its registered office and take reasonable steps to give notice thereof in every jurisdiction where the corporation carries on business, requiring any person (i) indebted to the corporation, to render an account and pay to the liquidator at the time and place specified any amount owing, or (ii) possessing property of the corporation, to deliver it to the liquidator at the time and place specified, or (iii) having a claim against the corporation, whether liquidated, unliquidated, future or contingent, to present particulars thereof in writing to the liquidator not later than two months after the first publication of the notice; (c) take into his custody and control the property of the corporation; (d) open and maintain a trust account for the moneys of the corporation; (e) keep accounts of the moneys of the corporation received and paid out by him; (f) maintain separate lists of the shareholders, creditors and other persons having claims against the corporation; (g) if at any time the liquidator determines that the corporation is unable to pay or adequately provide for the discharge of its obligations, apply to the court for directions; (h) deliver to the court and to the Director, at least once in every 12 month period after his appointment or more often as the court may require, financial statements of the corporation in the form required by section 149 or in such other form as the liquidator may think proper or as the court may require; and (i) after his final accounts are approved by the court, distribute any remaining property of the corporation among the shareholders according to their respective rights. Powers of liquidator 215(1) A liquidator may (a) retain lawyers, accountants, engineers, appraisers and other professional advisers; (b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the corporation; (c) carry on the business of the corporation as required for an orderly liquidation; (d) sell by public auction or private sale any property of the corporation; (e) do all acts and execute any documents in the name and on behalf of the corporation; (f) borrow money on the security of the property of the corporation; (g) settle or compromise any claims by or against the corporation; and (h) do all other things necessary for the liquidation of the corporation and distribution of its property. Defence of due diligence 215(2) A liquidator is not liable if the liquidator exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including, reliance in good faith on (a) financial statements of the corporation represented to the liquidator, by an officer of the corporation or in a written report of the auditor of the corporation, to reflect fairly the financial condition of the corporation; or (b) a report of a person whose profession lends credibility to a statement made by the professional person. Application for examination 215(3) If a liquidator has reason to believe that any person has in his possession or under his control, or has concealed, withheld or misappropriated any property of the corporation, he may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order and to be examined. Power of court 215(4) If the examination referred to in subsection (3) discloses that a person has concealed, withheld or misappropriated property of the corporation, the court may order that person to restore it or pay compensation to the liquidator. S.M. 2006, c. 10, s. 39 . Costs of liquidation 216(1) A liquidator shall pay the costs of liquidation out of the property of the corporation and shall pay or make adequate provision for all claims against the corporation. Final account 216(2) Within one year after his appointment and after paying or making adequate provision for all claims against the corporation, the liquidator shall apply to the court (a) for approval of his final accounts and for an order permitting him to distribute in money or in kind the remaining property of the corporation to its shareholders according to their respective rights; or (b) for an extension of time, setting out the reasons therefor. Shareholder application 216(3) If a liquidator fails to make the application required by subsection (2), a shareholder of the corporation may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made. Publication 216(4) A liquidator shall give notice of his intention to make an application under subsection (2) to the Director, each inspector appointed under section 210, each shareholder and any person who provided a security or fidelity bond for the liquidator, and he shall publish the notice in a newspaper published or distributed in the place where the corporation has its registered office or as otherwise directed by the court. Final order 216(5) If the court approves the final accounts rendered by a liquidator, the court shall make an order (a) directing the Director to issue a certificate of dissolution; (b) directing the custody or disposal of the documents and records of the corporation; and (c) subject to subsection (6), discharging the liquidator. Delivery of order 216(6) The liquidator shall forthwith send or deliver a certified copy of the order referred to in subsection (5) to the Director. Certificate of dissolution 216(7) Upon receipt of the order referred to in subsection (5), the Director shall issue a certificate of dissolution in accordance with section 255. Effect of certificate 216(8) The corporation ceases to exist on the date shown in the certificate of dissolution. Right to distribution in money 217(1) If in the course of liquidation of a corporation, the shareholders resolve or the liquidator proposes to (a) exchange all or substantially all the property of the corporation for securities of another body corporate that are to be distributed to the shareholders; or (b) distribute all or part of the property of the corporation to the shareholders in kind; a shareholder may apply to the court for an order requiring the distribution of the property of the corporation to be in money. Powers of court 217(2) Upon an application under subsection (1), the court may order (a) all the property of the corporation to be converted into and distributed in money; or (b) the claims of any shareholder applying under this section to be satisfied by a distribution in money, and in that case subsections 184(20) to (22) apply. Custody of records 218(1) A person who is granted custody of the documents and records of a dissolved corporation remains liable to produce the documents and records for six years following the date of its dissolution or until the expiry of such other shorter period as may be ordered under subsection 216(5). Offence 218(2) A person who, without reasonable cause, contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. "Shareholder" defined 219(1) In this section, "shareholder" includes the heirs and legal representatives of a shareholder. Continuation of actions 219(2) Notwithstanding the dissolution of a corporation under this Act, (a) a civil, criminal or administrative action or proceeding commenced by or against the corporation before its dissolution may be continued as if the corporation had not been dissolved; (b) a civil, criminal or administrative action or proceeding may be brought against the corporation within two years after its dissolution as if the corporation had not been dissolved; and (c) any property that would have been available to satisfy any judgment or order if the corporation had not been dissolved remains available for that purpose. Service 219(3) Service of a document on a corporation after its dissolution may be effected by serving the document upon a person shown in the most recent notice on the records of the Director. Reimbursement 219(4) Notwithstanding the dissolution of a corporation, a shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that shareholder upon the distribution, and an action to enforce that liability may be brought within two years after the date of the dissolution of the corporation. Representative action 219(5) A court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes his claims, the court may refer the proceedings to a referee or other officer of the court who may (a) add as a party to the proceedings before him each person who was a shareholder found by the plaintiff; (b) determine, subject to subsection (4), the amount that each person who was a shareholder shall contribute towards satisfaction of the plaintiff's claim; and (c) direct payment of the amounts so determined. Unknown claimants 220(1) Upon the dissolution of a corporation, the portion of the property distributable to a creditor or shareholder who cannot be found shall be converted into money and paid to the Minister of Finance. Constructive satisfaction 220(2) A payment under subsection (1) is deemed to be in satisfaction of the debt or claim of the creditor or shareholder. Recovery 220(3) If at any time a person establishes that he is entitled to any moneys paid to the Minister of Finance under this Act, the Minister of Finance shall pay an equivalent amount to him out of the Consolidated Fund. S.M. 1999, c. 18, s. 7 . Vesting in Crown 221(1) Subject to subsection 219(2) and section 220, property of a corporation that has not been disposed of at the date of its dissolution vests in His Majesty in right of the Province. Return of property on revival 221(2) If a corporation is revived under section 202, any property other than money that vested in His Majesty pursuant to subsection (1) and that has not been disposed of shall be returned to the corporation and there shall be paid to the corporation out of the Consolidated Fund (a) an amount equal to any money received by His Majesty pursuant to subsection (1); and (b) where property other than money vested in His Majesty pursuant to subsection (1) and that property has been disposed of, an amount equal to the lesser of (i) the value of the property at the date it vested in His Majesty, and (ii) the amount realized by His Majesty from the disposition of the property. Registration 221(3) Any certificate of dissolution or revival under this Part has, ipso facto, the effect of cancelling or reviving the registration of the corporation under Part XVI as the case may be. S.M. 1999, c. 18, s. 7 . PART XVIII INVESTIGATION Investigation 222(1) A security holder or the Director may apply to the court, ex parte or upon such notice as the court may require, for an order directing an investigation to be made of a corporation or any of its affiliated corporations. Grounds 222(2) If, upon an application under subsection (1), it appears to the court that (a) the business of the corporation or any of its affiliates is or has been carried on with intent to defraud any person; or (b) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted, or the powers of the directors are or have been exercised in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a security holder; or (c) the corporation or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose; or (d) persons concerned with the formation, business or affairs of the corporation or any of its affiliates have in connection therewith acted fraudulently or dishonestly; the court may order an investigation to be made of the corporation or affiliated corporation. Notice to Director 222(3) A security holder who makes an application under subsection (1) shall give the Director reasonable notice thereof and the Director is entitled to appear and be heard in person or by counsel. No security for costs 222(4) An applicant under this section is not required to give security for costs. Ex parte application 222(5) An ex parte application under this section shall be heard in camera. No publication 222(6) No person may publish anything relating to ex parte proceedings under this section except with the authorization of the court or the written consent of the corporation being investigated. R.S.M. 1987 Supp., c. 10, s. 14 and 15. Powers of court 223(1) In connection with an investigation under this Part, the court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order to investigate; (b) an order appointing an inspector and fixing his remuneration or replacing an inspector; (c) an order determining the notice to be given to any interested person, or dispensing with notice to any person; (d) an order authorizing an inspector to enter any premises in which the court is satisfied there might be relevant information, and to examine any thing and make copies of any document or record found on the premises; (e) an order requiring any person to produce documents or records to an inspector; (f) an order authorizing an inspector to conduct a hearing, administer oaths and examine any person upon oath, and prescribing rules for the conduct of the hearing; (g) an order requiring any person to attend a hearing conducted by an inspector and to give evidence upon oath; (h) an order giving directions to an inspector or any interested person on any matter arising in the investigation; (i) an order requiring an inspector to make an interim or final report to the court; (j) an order determining whether a report of an inspector should be published and, if so, ordering the Director to publish the report in whole or in part or to send copies to any person the court designates; (k) an order requiring an inspector to discontinue an investigation; and (l) an order requiring the corporation to pay the costs of the investigation. Copy of report 223(2) An inspector shall send to the Director a copy of every report made by the inspector under this Part. R.S.M. 1987 Supp., c. 10, s. 16 and 17. Powers of inspector 224(1) An inspector under this Part has the powers set out in the order appointing him. Exchange of information 224(2) In addition to the powers set out in the order appointing him, an inspector appointed to investigate a corporation may furnish to, or exchange information and otherwise co-operate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 222(2). Court order 224(3) An inspector shall upon request produce to any interested person a copy of any order made under subsection 223(1). Hearing in camera 225(1) Any interested person may apply to the court for an order that a hearing conducted by an inspector under this Part be heard in camera and for directions on any matter arising in the investigation. Right to counsel 225(2) A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel. Criminating statements 226 No person is excused from attending and giving evidence and producing documents and records to an inspector under this Part by reason only that the evidence tends to criminate the person or subject the person to any proceeding or penalty, but the evidence shall not be used and is not receivable against the person in any proceeding under any Act, except a prosecution under section 133 (perjury) or 136 (giving contradictory evidence) of the Criminal Code (Canada). S.M. 1991-92, c. 41, s. 4 . Absolute privilege (defamation) 227 Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege. Information respecting ownership and control 228(1) If the Director is satisfied that, for the purposes of Part X or XII, or for the purposes of enforcing any regulation made under section 168, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that he reasonably believes has or has had an interest in the security or acts or has acted on behalf of a person with that interest, to report to him or to any person he designates (a) information that the person has or can reasonably be expected to obtain as to present and past interests in the security; and (b) the names and addresses of the persons so interested and of any person who acts or has acted in relation to the security on behalf of the persons so interested. Constructive interest in securities 228(2) For the purposes of subsection (1), a person is deemed to have an interest in a security if (a) he has a right to vote or to acquire or dispose of the security or any interest therein; (b) his consent is necessary for the exercise of the rights or privileges of any other person interested in the security; or (c) any other person interested in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with his instructions. Offence 228(3) A person who fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Liability of directors, etc. 228(4) If the person guilty of an offence under subsection (3) is a body corporate, then, whether or not the body corporate is prosecuted or convicted, any director or officer of the body corporate who knowingly authorizes, permits or acquiesces in the failure is also guilty of the offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. R.S.M. 1987 Supp., c. 10, s. 18 . Solicitor-client privilege 229 Nothing in this Part shall be construed to affect the privilege that exists in respect of a solicitor and his client. Inquiries 230 The Director may make inquiries of any person relating to compliance with this Act. R.S.M. 1987 Supp., c. 10, s. 19 . PART XIX REMEDIES, OFFENCES AND PENALTIES Definitions 231 In this Part, "action" means an action under this Act; (« action ») "complainant" means (a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a corporation or any of its affiliates, or (b) a director or an officer or a former director or officer of a corporation or of any of its affiliates, or (c) the Director, or (d) any other person who, in the discretion of a court, is a proper person to make an application under this Part. (« plaignant ») R.S.M. 1987 Supp., c. 10, s. 18 . Commencing derivative action 232(1) Subject to subsection (2), a complainant may apply to a court for leave to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate. Conditions precedent 232(2) No action may be brought and no intervention in an action may be made under subsection (1) unless the court is satisfied that (a) the complainant has given reasonable notice to the directors of the corporation or its subsidiary of his intention to apply to the court under subsection (1) if the directors of the corporation or its subsidiary do not bring, diligently prosecute or defend or discontinue the action; (b) the complainant is acting in good faith; and (c) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued. Powers of court 233 In connection with an action brought or intervened in under section 232, the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order authorizing the complainant or any other person to control the conduct of the action; (b) an order giving directions for the conduct of the action; (c) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and (d) an order requiring the corporation or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action. Application to court re oppression 234(1) A complainant may apply to a court for an order under this section. Grounds 234(2) If, upon an application under subsection (1), the court is satisfied that in respect of a corporation or any of its affiliates (a) any act or omission of the corporation or any of its affiliates effects a result; or (b) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner; or (c) the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner; that is oppressive or unfairly prejudicial or that unfairly disregards the interests of any security holder, creditor, director or officer, the court may make an order to rectify the matters complained of. Powers of court 234(3) In connection with an application under this section, the court may make any interim or final order it thinks fit including, without limiting the generality of the foregoing, (a) an order restraining the conduct complained of; (b) an order appointing a receiver or receiver-manager; (c) an order to regulate a corporation's affairs by amending the articles or by-laws or creating or amending a unanimous shareholder agreement; (d) an order directing an issue or exchange of securities; (e) an order appointing directors in place of or in addition to all or any of the directors then in office; (f) an order directing a corporation, subject to subsection (6), or any other person, to purchase securities of a security holder; (g) an order directing a corporation, subject to subsection (6), or any other person, to pay to a security holder any part of the moneys paid by him for securities; (h) an order varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract; (i) an order requiring a corporation, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 149 or an accounting in such other form as the court may determine; (j) an order compensating an aggrieved person; (k) an order directing rectification of the registers or other records of a corporation under section 236; (l) an order liquidating and dissolving the corporation; (m) an order directing an investigation under Part XVIII to be made; and (n) an order requiring the trial of any issue. Duty of directors 234(4) If an order made under this section directs amendment of the articles or by-laws of a corporation, (a) the directors shall forthwith comply with subsection 185(4); and (b) no other amendment to the articles or by-laws shall be made without the consent of the court, until a court otherwise orders. Exclusion 234(5) A shareholder is not entitled to dissent under section 184 if an amendment to the articles is effected under this section. Limitation 234(6) A corporation shall not make a payment to a shareholder under clause (3)⁠(f) or (3)⁠(g) if there are reasonable grounds for believing that (a) the corporation is or would after that payment be unable to pay its liabilities as they become due; or (b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities. Alternative order 234(7) An applicant under this section may apply in the alternative for an order under section 207. S.M. 2008, c. 42, s. 14 . Evidence of shareholder approval not decisive 235(1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or may be approved by the shareholders of such body corporate, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 207, 233 or 234. Court approval to discontinue 235(2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given upon such terms as the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant. No security for costs 235(3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.

Interim costs 235(4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable for the interim costs upon final disposition of the application or action. Application to court to rectify records 236(1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a security holder of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified. Notice to Director 236(2) An applicant under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel. Powers of court 236(3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order requiring the registers or other records of the corporation to be rectified; (b) an order restraining the corporation from calling or holding a meeting of shareholders or paying a dividend before rectification; (c) an order determining the right of a party to the proceedings to have his name entered or retained in, or deleted or omitted from, the registers or records of the corporation, whether the issue arises between two or more security holders or alleged security holders, or between the corporation and any security holders or alleged security holders; and (d) an order compensating a party who has incurred a loss. Application for directions 237 The Director may apply to a court for directions in respect of any matter concerning his duties under this Act, and on the application the court may give such directions and make such further orders as it thinks fit. Notice of refusal by Director 238(1) If the Director refuses to file any articles or other document required by this Act to be filed by him before the articles or other document become effective, he shall, within 60 days after receipt thereof by him or 60 days after he receives any approval that may be required under any other Act, whichever is the later, and after giving the person who sent the articles or document an opportunity to be heard, give written notice of his refusal to the person together with reasons therefor. Deemed refusal 238(2) If the Director does not file or give written notice of his refusal to file any articles or document within the time limited therefor in subsection (1), he is deemed for the purposes of section 239 to have refused to file the articles or document. Appeal from Director's decision 239 A person who feels aggrieved by a decision of the Director (a) to refuse to file in the form submitted to him any articles or other document required by this Act to be filed by him; or (b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 12; or (c) to refuse to grant an exemption under subsection 154(3) and any regulations thereunder; or (d) to refuse to issue a certificate of discontinuance under section 182; or (e) to refuse to revive a corporation under section 202; or (f) to dissolve a corporation under section 205; may apply to a court for an order requiring the Director to change his decision, and upon the application the court may so order and make any further order it thinks fit. Restraining or compliance order 240 If a corporation or any director, officer, employee, agent, auditor, trustee, receiver, receiver-manager or liquidator of a corporation does not comply with this Act, the regulations, articles, by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right he has, apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions thereof, and upon such application the court may so order and make any further order it thinks fit. Summary application to court 241 Where this Act states that a person may apply to a court, the application may be made in a summary manner by notice of application or otherwise as the rules of the court provide, and subject to any order respecting notice to interested parties or costs, or any other order the court thinks fit. S.M. 2013, c. 54, s. 20 . Offences with respect to reports 242(1) A person who makes or assists in making a report, return, notice or other document required by this Act or the regulations to be sent to the Director or to any other person that (a) contains an untrue statement of a material fact; or (b) omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made; is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Liability of directors, etc. 242(2) Where the person guilty of an offence under subsection (1) is a body corporate, and a director or officer of the body corporate knowingly authorized, permitted or acquiesced in the commission of the offence, whether or not the body corporate is prosecuted or convicted, the director or officer is also guilty of the offence and liable on summary conviction to a fine not exceeding $5,000. or to imprisonment for a term not exceeding six months or to both. Immunity 242(3) No person is guilty of an offence under subsection (1) or (2) if the untrue statement or omission was unknown to him and in the exercise of reasonable diligence could not have been known to him. Register of individuals with significant control 242(4) For greater certainty, a register referred to in subsection 21.1(1) or an extract from it is not a report, return, notice or other document for the purposes of this section. S.M. 2019, c. 25, s. 52 . Offence 243 Every person who, without reasonable cause, contravenes a provision of this Act or the regulations for which no punishment is provided is guilty of an offence and is liable on summary conviction to a fine not exceeding $500. Order to comply 244 Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of the Act or the regulations for the contravention of which he has been convicted. Time limited for proceedings 245(1) A prosecution for an offence under this Act may be instituted at any time within two years from the time when the subject-matter of the complaint arose. Civil remedy not affected 245(2) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act. PART XX GENERAL Notice to directors and shareholders 246(1) A notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to, (a) the shareholder at his latest address as shown in the records of the corporation or its transfer agent; and (b) the director at his latest address as shown in the records of the corporation or in the last notice filed under section 108. Effect of notice 246(2) A director named in the articles or in a notice sent by the corporation to the Director under section 108 and filed by the Director is presumed for the purposes of this Act to be a director of the corporation referred to in the notice. Deemed receipt 246(3) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received by him at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all. Undelivered notices 246(4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until he informs the corporation in writing of his new address. Notice to and service upon a corporation 247 A notice or document required to be sent to or served upon a corporation may be sent by registered mail to the registered office of the corporation shown in the articles or in the last notice filed under section 19 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all. Waiver of notice 248 Where a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto. Certificate of Director 249(1) When this Act requires or authorizes the Director to issue a certificate or to certify any fact, the certificate shall be signed by the Director or by a Deputy Director authorized under section 253. Evidence 249(2) Except in a proceeding under section 206 to dissolve a corporation, a certificate referred to in subsection (1) or a certified copy thereof, when introduced as evidence in any civil, criminal or administrative action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate. Certificate of corporation 250(1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a trust indenture or other contract to which the corporation is a party may be signed by a director, an officer or a transfer agent of the corporation. Proof 250(2) When introduced as evidence in any civil, criminal or administrative action or proceeding, (a) a fact stated in a certificate referred to in subsection (1); or (b) a certified extract from a securities register of a corporation; or (c) a certified copy of minutes or extract from minutes of a meeting of shareholders, directors or a committee of directors of a corporation; is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate. Security certificate 250(3) An entry in a securities register of, or a security certificate issued by, a corporation is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is owner of the securities described in the register or in the certificate. Copies 251 Where a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy thereof. Execution of documents in counterparts 251.1(1) A document that is to be filed with the Director and is required or permitted to be executed or signed by more than one person may be (a) executed or signed in several documents of identical form, each of which is executed or signed by one or more of the persons; and (b) filed with the Director if the requirements of subsection (2) are met. Counterparts deemed to be one document 251.1(2) The documents are deemed to be one document for the purpose for which they are filed, if (a) they are duly executed or signed by all the required or permitted persons; (b) a lawyer who is entitled to practise law in Manitoba certifies in writing, in the form the Director requires, that he or she has reviewed the executed or signed documents and that they are identical, except with respect to the details of execution or signing; and (c) the certificate is filed with the documents. S.M. 2006, c. 10, s. 40 . Proof required by Director 252(1) The Director may require that a document or a fact stated in a document required by this Act or the regulations to be sent to him shall be verified in accordance with subsection (2). Form of proof 252(2) A document or fact required by this Act or by the Director to be verified may be verified by affidavit or affirmation. Authentication of document 252(3) The Director may require of a body corporate the authentication of a document, and the authentication may be signed by the secretary, or any director or authorized person or by the solicitor for the body corporate. Appointment of Director 253 The minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act. Regulations 254(1) For the purpose of carrying out the provisions of this Act according to their intent, the Lieutenant Governor in Council may make such regulations and orders as are ancillary thereto and are not inconsistent therewith; and every regulation and order made under, and in accordance with the authority granted by, this section has the force of law; and, without restricting the generality of the foregoing, the Lieutenant Governor in Council may make regulations and orders (a) prescribing any matter required or authorized by this Act to be prescribed; (b) requiring the payment of a fee in respect of the filing, examination or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount thereof; (c) prescribing the format and contents of returns, notices and other documents, including electronic documents, required to be sent to the Director or to be issued by him; (c.1) respecting the publication of any notice required to be published by a provision of this Act; (c.2) for the purpose of section 21.1 (register of individuals with significant control), (i) prescribing information to be included in the registry, (ii) respecting the form of the registry or the manner in which it is to be prepared or maintained, (iii) respecting steps to be taken by a corporation under subsection 21.1(2), (iv) prescribing one or more classes of corporations for the purpose of subsection 21.1(7), or (v) respecting steps to be taken by a corporation under section 21.2; (d) prescribing rules with respect to exemptions permitted by this Act; (d.1) respecting electronic meetings, including (i) respecting notices and the calling of electronic meetings, and (ii) respecting voting at electronic meetings; (d.2) and (d.3) [repealed] S.M. 2022, c. 4, s. 40 ; (e) respecting the names of corporations or classes thereof; (f) respecting the authorized capital of corporations; (g) respecting the preferences, rights, conditions, restrictions, limitations, or prohibitions attaching to shares or classes of shares of corporations; (h) respecting the designation of classes of shares; (h.1) requiring the payment of an annual fee by a body corporate that has a business authorization under Part XXIV and a certificate of registration under Part XVI, and prescribing the amount of the fee; (h.2) defining any word or expression used in this Act but not specifically defined; (h.3) respecting the determination of the amount or value of loans, investments and interests for the purposes of Division IV of Part XXIV; (h.4) respecting the loans and investments, and the maximum aggregate amount of all loans and investments, that may be made or acquired by a corporation and its prescribed subsidiaries to or in a person and any persons connected with that person; (h.5) specifying the classes of persons who are connected with any persons for the purposes of clause (h.4); (h.6) permitting a corporation to acquire or increase a substantial investment for the purposes of clause 329.5(4)⁠(c); (h.7) permitting a corporation to divest itself of shares for the purposes of subsection 329.5(5); (h.8) restricting the ownership by a corporation of shares of a body corporate or interests in a real property holding vehicle pursuant to sections 329.5 to 329.10 and imposing terms and conditions applicable to corporations that own such shares or interests; (h.9) determining the method of valuing a corporation's interests in real property for the purposes of Division IV of Part XXIV; (h.10) determining a method of allocating costs for the purposes of subsection 359(1); (i) respecting any matter required for the efficient administration of this Act. Forms 254(2) Regulations made under subsection (1) may prescribe certain forms, statements or circulars that are from time to time prescribed under The Securities Act . Fees not fixed in regulations 254(3) Where no fee is fixed in the regulations made under this Act for any services performed under this Act, the minister may fix the fee therefor. S.M. 1993, c. 18, s. 6 ; S.M. 1997, c. 26, s. 3 ; S.M. 2000, c. 41, s. 15 ; S.M. 2006, c. 10, s. 41 ; S.M. 2019, c. 25, s. 53 ; S.M. 2022, c. 4, s. 40 . "Statement" defined 255(1) In this section, "statement" means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 204. Execution and filing 255(2) Where this Act requires that articles or a statement relating to a corporation shall be sent to the Director, unless otherwise specifically provided, (a) two copies (in this section called "duplicate originals") of the articles or the statement shall be signed by a director or an officer of the corporation or, in the case of articles of incorporation, by an incorporator; and (b) upon receiving duplicate originals of any articles or statement in the form the Director requires, any other documents that may be required under this Act and the prescribed fees, the Director shall (i) endorse on each of the duplicate originals the approved certificate and the date of endorsement, (ii) file one of the duplicate originals, endorsed in accordance with subclause (i), (iii) send to the corporation or its representative the remaining duplicate original, endorsed in accordance with subclause (i), and (iv) publish a notice of the issuance and date of the certificate in the manner set out in the regulations. Date of certificate 255(3) A certificate referred to in subsection (2) issued by the Director may be dated as of the day he receives the articles, statement or court order pursuant to which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement. Date of certificate of discontinuance 255(4) Notwithstanding subsection (3), a certificate of discontinuance may be dated as of the day a corporation is continued under the laws of another jurisdiction. Endorsement of certificate 255(5) A certificate endorsed in accordance with subsection (2) constitutes a certificate issued under this Act, and the articles or a statement so endorsed are effective on the date set out in the certificate, notwithstanding that any action required to be taken by the Director under this Act with respect to the articles or statement is taken at a later date. Mechanically reproduced signature 255(6) A signature required on a certificate referred to in this section or section 256 may be printed or otherwise mechanically reproduced thereon. Use of French in articles and other documents 255(7) A person may send articles or a statement relating to a corporation to the Director in the French language. When that is the case, the approved certificate on the duplicate originals shall be in the French language. Prior approval deemed to be given 255(8) Any prior approval of the minister required for the filing or issuance of certain articles under this Act shall be deemed to have been given upon the endorsement of the certificate in accordance with this section. R.S.M. 1987 Supp., c. 10, s. 20 ; S.M. 2000, c. 41, s. 16 ; S.M. 2006, c. 10, s. 42 . Form and content of documents 255.1 The Director may (a) approve the form and content of any document that this Act or the regulations require a person to file with or send to the Director; (b) approve the form and content of any document that this Act or the regulations require the Director to issue, publish or provide to a person; (c) require that additional information or documents must be provided when documents are filed with or sent to the Director; and (d) direct how many originals or copies of a document must be filed, sent, provided or issued. S.M. 2006, c. 10, s. 43 . Certificate of search or compliance 256 The Director may furnish any person with a certificate of search or with a certificate that a corporation or other person has filed with the Director a document required to be filed with him under this Act or any predecessor thereof, or with a certified copy of any document. Alteration 257 The Director may alter a notice or document, other than an affidavit or statutory declaration, if so authorized by the person who sent the document or by his representative. Meaning of "document" 258(1) In this section and section 258.1, "document" means articles, or an application, certificate, notice, order, statement or other document in relation to a body corporate, that is (a) filed with the Director; or (b) issued by the Director. Corrections by the Director 258(2) The Director may correct an error in a document if the error was made by the Director or a person acting under the Director's control. Director may request body corporate to act 258(3) If a document contains an error, the directors or shareholders of a body corporate shall, at the Director's request, do the following so that the Director may correct the document: (a) pass the resolutions and send the Director the documents required to comply with this Act; (b) take any other steps that the Director may reasonably require. Application to court 258(4) If a document filed with the Director in relation to a body corporate contains an error other than one referred to in subsection (2), the body corporate or an interested person may apply to the court for (a) an order that the document be corrected; and (b) an order determining the rights of the body corporate's shareholders or creditors. Court must consider prejudice to shareholders and creditors 258(5) The court must not order the error to be corrected unless it considers whether any of the body corporate's shareholders and creditors are prejudiced by the correction. Notice to the Director 258(6) An applicant under subsection (4) shall give the Director notice of the application. The Director is entitled to appear before the Court and to be heard in person or by counsel. Surrender of original document 258(7) For the purpose of correcting a document under this section, the Director may at any time demand the return of the original document. The person who possesses the original document shall, upon receiving the Director's demand, surrender it to the Director without delay. Director's action after correction 258(8) After a document is corrected under this section, the Director may issue or file the corrected document. Date of corrected document 258(9) A document corrected under this section shall bear the date of the document it replaces (a) unless the correction is made with respect to the date of the document, in which case the document shall bear the corrected date; or (b) in the case of a document corrected by court order, unless the court decides otherwise. Notice in certain circumstances 258(10) If a corrected certificate or order materially amends the terms of the original certificate or order, the Director shall publish a notice of the correction in the manner set out in the regulations. S.M. 2000, c. 41, s. 17 ; S.M. 2006, c. 10, s. 44 . Cancellation of a document by Director 258.1(1) The Director may cancel a document filed with or issued by the Director in relation to a body corporate if (a) the document contains an error attributable to the Director or a person acting under the Director's control; (b) the document was filed due to an error made by the Director or a person acting under the Director's control; or (c) the document was issued due to the Director's error or the error of a person acting under the Director's control. Application to court 258.1(2) If a document in relation to a body corporate contains or is filed due to an error other than an error described in subsection (1), the body corporate or an interested person may apply to the court for (a) an order that the document be cancelled; and (b) an order determining the rights of the body corporate's shareholders or creditors. Court must consider prejudice to shareholders and creditors 258.1(3) The court must not order the error to be corrected unless it considers whether any of the body corporate's shareholders and creditors are prejudiced by the correction. Notice to the Director 258.1(4) An applicant under subsection (2) shall give the Director notice of the application. The Director is entitled to appear before the Court and to be heard in person or by counsel. Surrender of original document 258.1(5) For the purpose of cancelling a document under this section, the Director may at any time demand the return of the original document. The person who possesses the original document shall, upon receiving the Director's demand, surrender it to the Director without delay. S.M. 2006, c. 10, s. 44 . Inspection 259(1) A person who pays the prescribed fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, and to make copies of or extracts therefrom. Copies 259(2) The Director shall furnish any person with a copy or a certified copy of a document required by this Act or the regulations to be sent to the Director. Records of Director 260(1) Records required by this Act to be prepared and maintained by the Director may be in bound or loose-leaf form or in photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time. Obligation to furnish 260(2) Where records maintained by the Director are prepared and maintained other than in written form, (a) the Director shall furnish any copy required to be furnished under subsection 259(2) in intelligible written form; and (b) a report reproduced from those records, if it is certified by the Director, is admissible in evidence to the same extent as the original written records would have been. No requirement to produce original 260(3) The Director is not required to produce any document where a copy of the document is furnished in compliance with clause (2)⁠(a). Changes in letters patent 261(1) Any additions or amendments to or deletions from any provision in the letters patent, supplementary letters patent or by-laws of a corporation shall be made in accordance with this Act. References to former Act 261(2) Any reference in an Act, letters patent, supplementary letters patent, by-laws or resolutions to The Companies Act as it existed before the coming into force of this Act or to any procedure under The Companies Act, shall be deemed to be a reference to the equivalent procedure in accordance with this Act. PART XXI COMMUNITY DEVELOPMENT CORPORATIONS Application 262(1) Except where it is otherwise expressly provided this Part applies to every corporation with share capital heretofore or hereafter incorporated as a community development corporation. Consent of minister required 262(2) No articles shall be accepted for filing without the prior approval of the minister. Additional requirements in articles 262(3) The articles shall be in the form the Director requires and in addition shall (a) state that the business of the corporation is restricted to fostering the social and economic development of a municipality or other local area in the province; and (b) state the name of the municipality, or clearly describe the area, in respect of which the corporation is incorporated. S.M. 2006, c. 10, s. 45 . One corporation in any area 263 Where a corporation is incorporated in respect of any municipality or area, the Director shall not issue any articles to any other corporation in respect of the same municipality or area or in respect of an area that includes the whole or any part of the same municipality or area. Limitation on the distribution of profits or assets 264 A corporation to which this part applies shall not (a) make any distribution of profits; or (b) make any distribution of capital or assets on a liquidation, dissolution or otherwise; unless the distribution is approved by order of the Lieutenant Governor in Council; but this section does not apply to the winding-up of an insolvent corporation. PART XXII CORPORATIONS WITHOUT SHARE CAPITAL Application 265 Except where it is otherwise expressly provided this Part applies to every corporation without share capital. Interpretation 266 Where used in relation to a corporation without share capital, "member" means a member having rights through a membership interest in the corporation in accordance with the provisions of this Act and the articles and by-laws of the corporation; (« membre ») and "security" means a debt obligation of a body corporate including a certificate evidencing the debt obligation. (« valeur mobilière ») Consent of minister required 267(1) No articles shall be accepted for filing without the prior approval of the minister, and the corporation shall restrict its undertaking to one that is only of a patriotic, religious, philanthropic, charitable, educational, agricultural, scientific, literary, historical, artistic, social, professional, fraternal, sporting or athletic nature or the like. Other consents required 267(2) Notwithstanding subsection (1), no corporation that is restricted by its articles to the carrying on of any undertaking that is designed, with respect to a region in the province, (a) to promote, encourage, and assist the economic development of the region, or programs that will assist that development; (b) to assess the economic potential of the region; (c) to investigate circumstances and situations that may inhibit or retard economic development in the region, and make recommendations for the improvement or removal of those circumstances and situations; and (d) to co-operate with other persons in achieving the purposes set out in clauses (a) to (c); shall be incorporated without the prior approval of the Minister of Agriculture and Resource Development, and the approval shall limit the undertaking of the corporation to a specific region. S.M. 1994, c. 20, s. 3 ; S.M. 2000, c. 35, s. 31 ; S.M. 2004, c. 42, s. 64 ; S.M. 2008, c. 42, s. 14 ; S.M. 2010, c. 33, s. 76 ; S.M. 2013, c. 54, s. 20 ; S.M. 2014, c. 32, s. 4 ; S.M. 2021, c. 4, s. 11 . Additional requirements in articles 268 The articles shall be in the form the Director requires and in addition shall state (a) the restrictions on the undertaking that the corporation may carry on; (b) that the corporation has no authorized share capital and shall be carried on without pecuniary gain to its members, and that any profits or other accretions to the corporation shall be used in furthering its undertaking; (c) where the undertaking of the corporation is of a social nature, the address in full of the clubhouse or similar premises that the corporation is maintaining; and (d) that each first director becomes a member of the corporation upon its incorporation. S.M. 2006, c. 10, s. 46 . Three directors required 269(1) A corporation shall have not fewer than three directors. Directors ex officio 269(2) The articles or by-laws of a corporation may provide for persons becoming directors ex officio. Use of word "Incorporated" 270(1) Notwithstanding subsection 10(1), the word "Incorporated", "Incorporée" or "Corporation", or the abbreviation "Inc." or "Corp.", shall be the last word of the name of each corporation without share capital, but a corporation may use and may be legally designated by either the full or the abbreviated form. Application of section 270(2) This section does not apply to a corporation incorporated before November 16, 1964; but this section applies to any corporation so incorporated that changes its name by amended articles. S.M. 2010, c. 33, s. 9 . Number of members 271(1) Unless the articles or by-laws of a corporation otherwise provide, there is no limit on the number of members of the corporation. Classes of membership 271(2) The articles or by-laws of a corporation may provide for more than one class of membership and, in that case, shall set forth the designation of and the terms and conditions attaching to each class. Admission to membership 272 Subject to its articles or by-laws, persons may be admitted to membership in a corporation by resolution of the directors, but the articles or by-laws may provide (a) that the resolution is not effective until confirmed by the members in general meeting; and (b) that members may be admitted ex officio. Voting powers of members 273(1) Subject to subsection (2), each member of each class of members has one vote. Voting powers of members 273(2) The articles or by-laws of a corporation may provide that each member of a specified class has more than one vote or has no vote. Memberships not transferable 274(1) Unless the articles otherwise provide, the interest of a member in a corporation is not transferable and lapses and ceases to exist upon his death or when he ceases to be a member by resignation or otherwise in accordance with the by-laws of the corporation. Exception 274(2) Where the articles provide that the interest of a member in the corporation is transferable, the by-laws shall not restrict the transfer of that interest. By-laws 275 The directors of a corporation may pass by-laws, not contrary to this Act or to the articles of the corporation, regulating (a) the admission of persons and unincorporated associations as members and as ex officio members, and the qualifications of and the conditions of membership; (b) the fees and dues of members; (c) the issue of membership cards and certificates; (d) the suspension and termination of membership by the corporation and by a member; (e) where the articles provide that the interest of a member is transferable, the method of transfer of membership; (f) the qualifications of, and the remuneration of, the directors and the ex officio directors, if any; (g) the time for and the manner of election of directors; (h) the appointment, remuneration, functions, duties, and removal of agents, officers and employees of the corporation, and the security, if any, to be given by them to the corporation; (i) the time and place, and the notice to be given, for the holding of meetings of the members and of the board of directors, the quorum at meetings of members, the requirement as to proxies, and the procedure in all things at meetings of the members and at meetings of the board of directors; (i.1) electronic meetings, including prohibiting electronic meetings; (j) the conduct in all other particulars of the affairs of the corporation. S.M. 2022, c. 4, s. 41 . By-laws re groups and delegates 276(1) The directors of a corporation may pass by-laws providing for (a) the division of its members into groups, either territorially or on the basis of common interest; (b) the election of some or all of the directors (i) by the groups on the basis of the number of members in each group, or (ii) for the groups in a defined geographical area, by the delegates of the groups meeting together, or (iii) by the groups on the basis of common interest, (c) the election of delegates and alternate delegates to represent each group on the basis of the number of members in each group; (d) the number and qualification of delegates and the method of their election; (e) the holding of meetings of members or delegates; (e.1) the regulation of electronic meetings, including prohibiting electronic meetings; (f) the powers and authority of delegates at meetings; (g) the holding of meetings of members or delegates territorially or on the basis of common interest. Delegates 276(2) A by-law passed under clause (1)⁠(f) may provide that a meeting of delegates shall be deemed for all purposes to be and have all the powers of a meeting of the members. Confirmation 276(3) A by-law passed under subsection (1) is not effective until it is confirmed by at least 2/3 of the votes cast at a general meeting of the members duly called for that purpose. Voting 276(4) A delegate has only one vote and shall not vote by proxy. Saving 276(5) A by-law passed under subsection (1) shall not prohibit members from attending meetings of delegates and participating in the discussions at the meetings. S.M. 2022, c. 4, s. 42 . Disposition of property on dissolution 277(1) The articles of incorporation may provide that upon dissolution, the remaining property may be distributed among all the members or among the members of a class or classes of members or to one designated organization or more, or any combination thereof. No provision in articles for distribution 277(2) Where the articles of incorporation do not provide for a distribution of its remaining property under subsection (1), the corporation shall, by special resolution, after payment of all debts and liabilities, distribute or dispose of the remaining property to any organization in Canada the undertaking of which is charitable or beneficial to the community. Consent of Lieutenant Governor in Council required 277(3) Notwithstanding subsection (2), the remaining property of a corporation to which subsection 267(2) applies, shall not be distributed or disposed of without the consent of the Lieutenant Governor in Council. Compliance 277(4) A distribution or disposition in accordance with subsections (1) and (2) is sufficient compliance with clauses 204(7)⁠(d) and 214(i). Amendment prohibited 277(5) Where the articles of incorporation do not contain a provision for the distribution of remaining property to the members, the articles shall not be amended so to provide. PART XXIII INSURANCE CORPORATIONS Interpretation 278(1) Unless the context otherwise requires, any word or expression defined in The Insurance Act and used in this Part has the meaning given to it in that Act. "Superintendent of Insurance" defined 278(2) In this Part, " Superintendent of Insurance " means the Superintendent of Insurance appointed under The Insurance Act . Application 279 This Part, except where it is otherwise expressly provided, applies to all insurers heretofore or hereafter incorporated by or under an Act of the Legislature. Approval of Superintendent of Insurance 280(1) No articles shall be accepted for filing by the Director without the prior approval of the Superintendent of Insurance. Exception 280(2) This section does not apply to a friendly society, an employees' mutual benevolent society, or a trade union benefit society. By-laws to be filed with Superintendent of Insurance 281 A copy of every by-law of an insurer required to be licensed under The Insurance Act , certified by an officer to be a true copy, shall be filed with the Superintendent of Insurance within seven days of the passing thereof, and may be disallowed by the Superintendent of Insurance within one month after the filing thereof, by notice to that effect. Restrictions on incorporation, etc. 282(1) Except as provided in subsection (3), no corporation shall (a) be incorporated; or (b) be revived; or (c) file articles of amendment; under this Act, if it is empowered (d) to pay to its members or their beneficiaries, as a benefit payable by the corporation, the proceeds of a contingency levy; or (e) to pay sickness, accident, disability, unemployment, funeral, hospital, medical, or dental benefits, or benefits payable on death or on any contingency dependent on human life, in an amount that is fixed at the discretion of the directors or an executive or management committee of the corporation. Contingency levy 282(2) For the purposes of this section, "contingency levy" means an assessment or levy made on members of a corporation on the occasion of the happening to any member of the corporationof any one or more of certain contingencies upon the happening of which that member or his beneficiaries become entitled to receive the proceeds of that assessment or levy. Exception 282(3) Subsection (1) does not apply to an insurer that (a) is a mutual benefit society; or (b) was licensed under The Insurance Act before March 17, 1943; and the application of which for any one or more of the things mentioned in clauses (1)⁠(a), (1)⁠(b) and (1)⁠(c) has been approved in writing by the Superintendent of Insurance. Revocation of charter 283 The Lieutenant Governor in Council may dissolve an insurer if (a) the insurer does not obtain a licence under The Insurance Act within one year of incorporation; or (b) the insurer fails to renew its licence under The Insurance Act for a period of one year; or (c) the licence of the insurer under The Insurance Act is cancelled and not revived within one year. DIVISION I SHARE CAPITAL INSURANCE CORPORATIONS Application 284 This Division applies to every insurer with share capital except mutual insurance corporations. Incorporation 285(1) Except as provided in Division II, a corporation with share capital may be incorporated by filing articles of incorporation in the prescribed form and, in addition, the articles shall set out that the business of the corporation is restricted to the transaction of a particular class or classes of insurance for which the corporation may be licensed under The Insurance Act . Contents of articles 285(2) The articles of a corporation to which this Part applies shall set out the authorized capital of the corporation, expressed as one class of shares or more, the number of shares in each class and the maximum consideration for which each share or each class of shares or all the shares may be issued. Applicants to give notice 286 Applicants for incorporation shall, immediately prior to the application, publish in The Manitoba Gazette for a period of at least four weeks notice of their intention so to apply, and shall, if so required by the Director, publish elsewhere notice of their intention, and shall also give at least one month's notice of their intention so to apply to the Superintendent of Insurance. S.M. 2018, c. 28, s. 6 . 287(1) and (2) [Repealed] S.M. 2007, c. 10, s. 39 . Money on shares paid to bank or trust company 287(3) All money received on account of shares shall be paid into a branch or agency in the province of a bank or into a registered trust corporation, in trust for the proposed corporation; and no money paid on account of shares, before the first general meeting of the company is organized, shall be withdrawn or paid over to the corporation until after that meeting and an election of directors thereat. Money to be returned 287(4) Every subscription for shares made prior to the granting of a licence under The Insurance Act shall contain the stipulation that all moneys received on account of shares will be returned to the subscribers without any deduction for promotion, organization, or other expenses, in case the insurer fails to procure a licence. Promotion expenses 287(5) Every subscription for shares shall contain the stipulation that no sum will be used or paid before or after incorporation, for commission, promotion or organization expenses in excess of a percentage, not exceeding 15, of the amount of money received on account of shares. S.M. 2002, c. 47, s. 30 ; S.M. 2007, c. 10, s. 39 . DIVISION II MUTUAL INSURANCE CORPORATIONS Application 288(1) This Division applies to every corporation incorporated as a mutual insurance corporation. Incorporation 288(2) A corporation without share capital may be incorporated by filing articles of incorporation in the prescribed form and, in addition, the articles shall state that the undertaking of the corporation is restricted to the sole purpose of undertaking contracts of insurance including mutual insurance but the articles shall also provide that the corporation shall not issue contracts of life insurance or accident or sickness insurance. Name 289 The name of a mutual insurance corporation shall include the word "Mutual" or "Mutuelle" and the word "Insurance" or "Assurance". Subscription book 290 If 25 or more persons, each having an insurable interest in property of a kind to be insured in a proposed corporation, are present at a meeting, and a majority of them determine that it is expedient to establish a mutual insurance corporation, they may elect from among themselves three persons to open and keep a subscription book in which owners of that property within the province may sign their names and addresses and enter the sum for which they respectively bind themselves to effect insurance with the corporation, giving the description and location of the property to be insured. Calling meeting of subscribers 291(1) When the subscription has been completed and the aggregate amount subscribed is not less than $50,000., any 10 of the subscribers may call the first meeting of the proposed corporation, at such time and place as they determine, by advertisement and by sending a printed notice by mail, addressed to every subscriber at his post office address, at least 10 days before the day of the meeting. Notice 291(2) The notice and advertisement shall state the object of the meeting and the time and place at which it is to be held. Election of board of directors, etc. 292 At the meeting, or at any adjournment thereof, the name and style of the corporation shall be adopted, a secretary ad interim shall be appointed, a board of directors elected, and a central and generally accessible place within the province named at which the registered office of the company is to be located. Documents filed with application 293(1) With the articles of incorporation, the applicants shall produce to the Director, certified as correct under the hands of the chairman and secretary, (a) a copy of the minutes of the meeting, including all resolutions respecting the business of the proposed corporation, its name or style, and the location of its registered office; (b) a copy of the subscription book; (c) a list showing the names and addresses of the directors elected and of the officers appointed; and (d) such further information as the Director requires. Originals 293(2) The applicants shall produce for verification to the Director, if requested, the originals of the documents required under subsection (1). Members 294(1) Every person who is insured under a policy issued by a corporation for $1,000. or more of insurance shall, while the insurance is in effect, be deemed to be a member of the corporation. Liability of member 294(2) No member is liable in respect of any loss or claim or demand against the corporation beyond the amount unpaid upon a premium note signed by him in favour of the corporation.

Withdrawal of member 294(3) Any member may, with the consent of the directors, withdraw from the corporation upon such terms as the directors lawfully prescribe and upon the withdrawal his policy shall be cancelled but, if he has signed a premium note in favour of the corporation that is still in effect he is nevertheless liable to be assessed for, and to pay, his proportion of the losses, expense and reserve, to the time of cancellation of the policy and, on payment of the amount then payable, he is entitled to a return of his premium note. Cash premium 295 No contract of insurance issued by a corporation wholly on the cash plan makes the insured under the contract liable to contribute or pay any sum to the corporation, or to its funds, or to any member of the corporation, beyond the cash premium agreed upon under the contract. Voting 296(1) Each member of the corporation is entitled at all meetings of the corporation to a number of votes in proportion to the amount by him insured, as follows: (a) For $15,000. or less, one vote. (b) For more than $15,000. but less than $30,000., two votes. (c) For more than $30,000., two votes plus one additional vote for every $30,000. over $30,000. One vote restriction 296(2) Notwithstanding subsection (1), the corporation may provide by its articles or by-laws that each member is entitled to one vote only at its meetings. Member in arrears 296(3) No member is entitled to vote while he is in arrears for any assessment or premium due from him to the corporation. Vote where two or more persons 297 Where a policy on the mutual plan is issued to two or more persons, one only is entitled to vote, and the right of voting belongs to the one first named on the register of policyholders if he is present, and if not present, to the one who stands second, and so on. Vote of trustee member 298 Where property is insured by a trustee board or a corporation, any person duly appointed in writing pursuant to its resolution may vote on its behalf. Quorum 299 At all meetings of the corporation 12 members actually present in person form a quorum. Persons eligible as directors 300 No person is eligible to be, or shall act as, a director unless he is a member of the corporation and insured therein, for the time he holds office, to the amount of not less than $2,000. Member corporation 301(1) The president or director of a member corporation that has the qualifications that would qualify an individual to be a director is eligible to be a director of the corporation. Partnership 301(2) Where a partnership has the qualifications that would qualify an individual to be a director, one member of the partnership is eligible to be a director of the corporation. 302 [Repealed] S.M. 2007, c. 10, s. 39 . Meeting of directors 303 The board of directors shall hold a meeting at least every three months for transacting the business of the corporation. Establishment of branches 304 Any corporation may separate its business into branches or departments, with reference to the nature or classification of risks or of the localities in which insurance is or is to be effected. Rates 305 The directors of every corporation separating its business as described in section 304 shall make a scale of risks and tariffs of rates for each branch or department, and direct that the amounts of each be kept separate and distinct the one from the other. Liability of branch members 306 Members insuring in one branch are not liable, and may not be assessed, for claims in any other branch or department, but this section shall not be construed to apply to any reserve fund of the corporation. Expenses divided 307 All necessary expenses incurred in the conduct and management of a corporation shall be assessed upon and divided among the several branches or departments in such proportion as the directors determine. DIVISION III BENEVOLENT CORPORATIONS Application 308 This Division applies to every corporation without share capital the undertaking of which is restricted by its articles to that of a fraternal society, a mutual benefit society, a friendly society, a trade union benefit society, or an employee's mutual benefit society. Incorporation 309 A corporation without share capital may be incorporated by filing articles of incorporation in the prescribed form and in addition the articles shall state that the undertaking of the corporation is restricted to the sole purpose of carrying on the business of a fraternal society, a mutual benefit society, a friendly society, a trade union benefit society, or an employees' mutual benefit society pursuant to the provisions of The Insurance Act . Investments 310 The corporation shall not invest its funds otherwise than in securities authorized for investment by insurers under The Insurance Act . Limit benefits 311 The corporation may limit any insurance or benefits to such class or classes of persons as its rules determine, notwithstanding the provisions of any other statute or law to the contrary, unless the other statute is declared specifically to apply to corporations to which this Division applies. Borrowing power 312 For the purposes of carrying out its undertaking a corporation may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of bills of exchange or debt obligations; but that power shall be exercised only under the authority of its rules, and in no case shall debt obligations be issued without the sanction of a special resolution and in the case of a corporation required to be licensed under The Insurance Act undertaking an insurance business, the approval of the Superintendent of Insurance. Treasurer 313 The treasurer or other officer having charge of the money of the corporation shall give security to the satisfaction of the board of directors, in a sum that in the opinion of the board of directors is adequate, but in no case less than $2,000., for the faithful discharge of his duties. Disputes 314 Unless the rules of the corporation otherwise provide, any dispute arising out of the affairs of the corporation between any members thereof or between a member or any person aggrieved who has not more than six months prior thereto ceased to be a member or any person claiming through that member or person aggrieved or claiming under the rules, and the corporation or a director or officer thereof, shall be decided by arbitration under The Arbitration Act ; and the decision so made is binding on all parties, and may be enforced on application to the court, and unless the rules otherwise provide there is no appeal from the decision. PART XXIV TRUST AND LOAN CORPORATIONS Definitions 315 In this Part, "business authorization" means a business authorization issued under Division XI; (« autorisation ») "corporation" means a trust corporation or a loan corporation; (« corporation ») "entity" means (a) a body corporate, (b) a trust, (c) a partnership, (d) a fund, (e) an unincorporated association or organization, (f) His Majesty in the right of Canada or of a province, (g) an agency of His Majesty in the right of Canada or of a province, or (h) the government of, or of a political subdivision of, a foreign country or any agency thereof; (« entité ») "extra-provincial corporation" means an extra-provincial trust corporation or an extra-provincial loan corporation; (« corporation extra-provinciale ») "extra-provincial loan corporation" means (a) an extra-provincial corporation incorporated in Canada, in any province other than Manitoba or in any territory of Canada that is a loan corporation in its jurisdiction of incorporation, and (b) a cooperative credit association that is incorporated under the Cooperative Credit Associations Act (Canada) and is a retail association, as defined in that Act; (« corporation de prêt extra-provinciale ») "extra-provincial trust corporation" means an extra-provincial corporation incorporated in Canada, in any province other than Manitoba or in any territory of Canada that is a trust corporation in its jurisdiction of incorporation; (« corporation de fiducie extra-provinciale ») "financial institution" means (a) a bank to which the Bank Act (Canada) applies, (b) an association to which the Cooperative Credit Associations Act (Canada) applies, (c) an insurance company or a fraternal benefit society to which the Insurance Companies Act (Canada) applies, (d) a trust, loan or insurance corporation incorporated by or under an Act of the Parliament of Canada, of the Legislature or of the legislature of another province of Canada, (e) a cooperative credit society incorporated and regulated by or under an Act of the Legislature or of the legislature of another province of Canada, (f) an entity that is incorporated or formed by or under an Act of the Parliament of Canada, of the Legislature or of the legislature of another province of Canada and that is primarily engaged in dealing in securities, including portfolio management and investment counselling, and (g) an entity that is (i) engaged in the business of banking, the trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services, and (ii) incorporated or formed otherwise than by or under an Act of the Parliament of Canada, of the Legislature or of the legislature of another province of Canada; (« établissement financier ») "loan corporation" means a corporation incorporated in Manitoba that carries on the business or exercises the powers set forth in section 327 and that accepts deposits from the public within the meaning of The Canada Deposit Insurance Corporation Act (Canada); (« corporation de prêt ») "subordinated note" means an instrument evidencing an indebtedness of a corporation that by its terms provides that the indebtedness evidenced by it shall, in the event of the insolvency, liquidation or dissolution of the corporation, rank equally with the indebtedness evidenced by the other subordinated notes of the corporation but be subordinate in right of payment to all other indebtedness of the corporation except indebtedness in respect of subordinated shareholder loans; (« billet subalterne ») "subordinated shareholder loan" means a loan made to a corporation by (a) a shareholder of the corporation, or (b) a person who controls a shareholder of the corporation, for a fixed term and under the condition that the indebtedness arising therefrom shall, in the event of the insolvency or winding-up of the corporation, rank equally with the indebtedness in respect of other subordinated shareholder loans but be subordinate in right of payment to all other indebtedness of the corporation; (« prêt subalterne consenti par un actionnaire ») "trust corporation" means a corporation incorporated in Manitoba that carries on any of the businesses or exercises any of the powers set forth in subsection 322(1). (« corporation de fiducie ») S.M. 1993, c. 18, s. 7 ; S.M. 1997, c. 26, s. 4 ; S.M. 2008, c. 42, s. 14 . Appointment of Director 315.1 The minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Part. S.M. 1993, c. 18, s. 7 . DIVISION I GENERAL Application 316(1) Notwithstanding any other Act of the Legislature, this Part applies to every loan corporation and to every trust corporation incorporated by or under any Act for which this Act is substituted or by a special Act of the Legislature and to every extra-provincial loan corporation and to every extra-provincial trust corporation. Limitations on loan operations 316(2) No corporation shall carry on the business of a loan corporation and accept deposits, as defined for the purposes of the Canada Deposit Insurance Corporation Act (Canada), from the public in Manitoba unless it is incorporated and has a business authorization. S.M. 1993, c. 18, s. 8 ; S.M. 1994, c. 20, s. 3 . Deposit insurance required 317(1) The Director may authorize a corporation to apply to the Canada Deposit Insurance Corporation for deposit insurance and no corporation or extra-provincial corporation shall carry on the business of a trust corporation or loan corporation and accept deposits, as defined for the purposes of the Canada Deposit Insurance Corporation Act , from the public in Manitoba unless it is insured under a policy of deposit insurance by the Canada Deposit Insurance Corporation. 317(2) and (3) [Repealed] S.M. 1993, c. 18, s. 9 . Capital requirements on insurance 317(4) No corporation that is not a member of the Canada Deposit Insurance Corporation shall apply for deposit insurance until it has an unimpaired capital account and reserve of at least $5,000,000. S.M. 1992, c. 58, s. 3 ; S.M. 1993, c. 18, s. 9 ; S.M. 1994, c. 20, s. 3 ; S.M. 1997, c. 26, s. 5 (as amended by S.M. 1999, c. 18, s. 8 ). Purchases of business by corporation 318(1) A corporation may acquire the whole or any part of the business, rights and property of any other body corporate carrying on the business that the corporation is authorized to carry on, exercise and hold, conditional upon the assumption by that corporation of the duties, obligations and liabilities of that other body corporate with respect to the business, rights and property so acquired as are not performed or discharged by that other body corporate, but no agreement therefor shall take effect until it has been submitted to and approved by the Director. Sale of business and property 318(2) A corporation may sell or dispose of the whole or any part of its business, rights, and property for such consideration as it may think fit. Approval of shareholders 318(3) A sale or disposal under subsection (2) shall not be made unless it is approved by a vote of at least three-quarters of the shares (a) represented in person or by proxy at a meeting of the shareholders duly called for that purpose; and (b) representing at least 50% of the issued capital of the corporation. Approval by Director 318(4) A sale or disposal under subsection (2) does not take effect until it has been submitted to and approved by the Director. Consideration for sale 318(5) Where a sale under subsection (2) is a sale of the whole of the business, rights and property of a corporation to any other body corporate, the consideration for the sale may, notwithstanding anything in this Act contained, be (a) fully paid-up shares of the purchasing company; or (b) part cash and part shares of the purchasing company; or (c) in such other forms as may be agreed upon. Amalgamation 319(1) Two or more bodies corporate, of which at least one is a corporation, may amalgamate and continue as one corporation or extra-provincial corporation, except that, if any of the bodies corporate being amalgamated is required to be insured under subsection 317(1), the Director shall not issue a certificate of amalgamation unless the Canada Deposit Insurance Corporation confirms in writing that either (a) an existing policy of deposit insurance relating to one of the bodies corporate will continue in force in relation to the corporation or extra-provincial corporation; or (b) a new policy of deposit insurance will be issued to the corporation or extra-provincial corporation. Incorporating Acts lapse 319(2) Upon the issue of articles of amalgamation, any special Act of the Legislature incorporating a corporation being amalgamated ceases to be in force, and the amalgamated corporation is deemed to be a corporation incorporated under this Act with all the powers and privileges, and subject to the limitations, liabilities, and provisions, of this Act and the articles of amalgamation. S.M. 1997, c. 26, s. 6 . DIVISION II INCORPORATION Minister's approval required 320(1) No articles shall be issued without the prior approval of the minister. Contents of articles 320(2) The articles of incorporation shall be in the prescribed form and in addition shall set out that the business of the corporation is restricted to that of a trust corporation or a loan corporation, as the case may be, and that the corporation is subject to the specific provisions of Part XXIV of this Act. Contents of articles 320(3) The articles of a corporation to which this Part applies shall set out the authorized capital of the corporation, expressed as one class of shares or more, the number of shares in each class and the maximum consideration for which each share or each class of shares or all the shares may be issued. Capital requirements 321(1) The authorized capital of a corporation (a) that intends to accept deposits from the public within the meaning of the Canada Deposit Insurance Corporation Act shall not be less than $5,000,000.; or (b) that is a trust corporation whose business authorization will be subject to a condition prohibiting it from carrying on any deposit-taking business shall not be less than $2,000,000. No redeemable cumulative shares 321(2) Notwithstanding section 34, a corporation shall not redeem any redeemable shares issued by it, unless the approval of the Director is first obtained. Application of subsection 10(1) 321(3) Subsection 10(1) does not apply to a corporation to which this Part applies. Minimum number of directors 321(4) The number of directors of a corporation shall be not less than five, a majority of whom constitute a quorum for the transaction of business at a meeting thereof. Directors need not hold shares 321(5) Unless the articles or by-laws of a corporation otherwise provide, a director of the corporation is not required to hold shares issued by the corporation. Resident Canadian directors 321(6) A majority of the directors of a corporation shall at all times be residents of Canada. S.M. 1997, c. 26, s. 7 . DIVISION III POWERS Trust corporation powers 322(1) A trust corporation may (a) take, receive, hold and administer estates and property that are granted, committed, transferred or conveyed to the corporation with its consent, upon any trust whatsoever not contrary to law, at any time, by any person, or by any court; (b) take and receive as trustees or as bailee, upon such terms and for such remuneration as is agreed upon, deeds, wills, policies of insurance, securities or other valuable papers or securities for money, jewellery, plate or other chattel property of any kind, and guarantee the safekeeping thereof; (c) accept and execute the offices of executor, administrator, trustee, receiver, liquidator, guardian, assignee for the benefit of creditors, custodian or trustee in cases relating to insolvency or under the Bankruptcy Act (Canada), guardian of the person or estate of any minor, substitute decision maker for property for an adult living with an intellectual disability under The Adults Living with an Intellectual Disability Act , or committee of the person or estate of any mentally incompetent person, and accept the duty of, and act generally in, the winding-up of estates, partnerships, and bodies corporate; and (d) subject to subsections (2) to (7), receive deposits of money payable upon demand or after notice, and receive money for the purpose of its being invested by the corporation. Deposits 322(2) A trust corporation may receive deposits of money repayable upon demand or after notice and may pay interest thereon at such rates and on such terms as the corporation from time to time establishes, and the corporation is entitled to retain the interest and profit resulting from the investment or loaning of the deposit money in excess of the amount of interest payable to depositors. Deposits deemed trust moneys and guaranteed 322(3) Every trust corporation receiving deposits in the manner authorized under subsection (2) is deemed to hold the deposits as trustee for the depositors and to guarantee repayment thereof; and there shall be earmarked and definitely set aside in respect thereof securities, or cash and securities, equal to the full aggregate amount thereof; and for the purposes of this subsection "cash" includes moneys on deposit and "securities" includes loans made upon securities. Record of Deposits 322(4) Every trust corporation receiving deposits in the manner authorized under subsection (2) shall keep a record in the form approved by the Director in which shall be entered all sums so received and the names and addresses, so far as known, of the persons from whom they are received. Investment certificates 322(5) A trust corporation may receive money for the purpose of its being invested by the corporation and may issue investment certificates or receipts and may guarantee the repayment of money so received and the payment of the interest thereon at such rates as is agreed upon on fixed days. Nature of guarantee 322(6) A guarantee by a trust corporation made under subsection (5) is not a security and the money is not money borrowed by the corporation by issuing securities but is money received in trust; but the corporation is entitled to retain the interest and profits resulting from the investment or loaning of the moneys in excess of the amount of interest payable thereon. Securities allocated to guaranteed investment 322(7) Where it is provided by the agreement under which moneys are received by the corporation for guaranteed investment under subsection (5) that specific securities shall be allocated in respect thereof, those securities shall be earmarked and definitely set aside in respect thereof, and in respect of all other moneys received for guaranteed investment as mentioned in subsection (5) there shall be earmarked and definitely set aside in respect thereof securities, or cash and securities, equal to the full aggregate amount thereof; and for the purposes of this subsection "cash" includes moneys on deposit and "securities" includes loans made upon securities. Combined trust accounts 322(8) A corporation may combine in one trust account, securities that are required to be earmarked and definitely set aside under subsections (3) and (7). S.M. 1993, c. 29, s. 176 ; S.M. 1997, c. 26, s. 8 ; S.M. 2023, c. 19, s. 86 . Security not necessary 323(1) A trust corporation or extra-provincial trust corporation with a business authorization may be appointed to execute the office of executor, administrator, trustee, receiver, liquidator, assignee, guardian, substitute decision maker for property under The Adults Living with an Intellectual Disability Act or committee, by the Court of King's Bench, and it is not necessary for the trust corporation or extra-provincial trust corporation to give security for the due performance of the duty of that office. Appointment as trustee, etc. 323(2) The court may, with the consent of the trust corporation or extra-provincial trust corporation, appoint it to exercise any of the offices mentioned in subsection (1) in respect of any estate or person under the authority of the court or judge and may grant to the trust corporation or extra-provincial trust corporation probate of any will in which the trust corporation or extra-provincial trust corporation is named as an executor. 323(3) [Repealed] S.M. 1997, c. 26, s. 9 . S.M. 1993, c. 29, s. 176 ; S.M. 1997, c. 26, s. 9 ; S.M. 2023, c. 19, s. 86 . Account of administration 324 Where a trust corporation is appointed to any trust or office by any court, or any judge, officer, or person having lawful authority in that behalf, the court, judge, officer or person may require the trust corporation to render an account of its administration of the trust or office to which it is appointed, and may appoint a suitable person to investigate the management of the trust by the corporation and as to the security afforded to those by or for whom its engagements are held, and the person shall report thereon to the court, judge, officer, or person, and the expenses of the investigation shall be borne as ordered by the court, judge or officer. Trust funds separate 325 The moneys and securities given, acquired or held in trust by a trust corporation shall always be kept distinct from those of the trust corporation, and in separate accounts, and so marked for each particular trust as always to be distinguished from any other in the books of account of the corporation, so that at no time shall trust moneys form part of or be mixed with the general assets of the trust corporation, and the trust company shall, in the administration of a trust, keep distinct records and accounts of all operations connected therewith. Additional trust corporation powers 326 A trust corporation may also (a) act generally as attorney or agent for the transaction of business, the management of estates, and the collection of loans, rents, interest, dividends, debts and securities for money; (b) act as agent for the purpose of issuing or countersigning certificates of shares, bonds or other obligations of any association or municipal or other corporation, and receive, invest and manage any sinking fund therefor on such terms as are agreed upon; (c) guarantee repayment of the principal or payment of the interest, or both, of any moneys entrusted to the company for investment, on such terms and conditions as are agreed upon; (d) sell, exchange, pledge, or mortgage any mortgage or other security, or any property held by the corporation, and make and execute all requisite conveyances and assurances in respect thereof; (e) make, enter into, deliver, accept and receive, all deeds, conveyances, assurances, transfers, assignments, grants and contracts, necessary to carry out the purposes of the corporation and to promote its objects; (f) hold real estate which, having been mortgaged or hypothecated to it, is acquired by it for the protection of its investments, and from time to time sell, mortgage, lease or otherwise dispose thereof; and (g) for all the services, duties and trusts set out in this section, charge, collect and receive all proper remuneration and all legal and other usual and customary costs, charges and expenses. Loan corporation powers 327 A loan corporation may lend money on the security of, or purchase or invest in, mortgages, charges or hypothecs upon improved real property in Manitoba or elsewhere where the corporation is carrying on business. DIVISION IV AUTHORIZED LOANS AND INVESTMENTS 328 [Repealed] S.M. 1995, c. 33, s. 4 ; S.M. 1997, c. 26, s. 11 . 329 [Repealed] S.M. 1997, c. 26, s. 11 . Definitions 329.1(1) In this Division, "commercial loan" means (a) any loan made or acquired by a corporation or any investment in debt obligations, other than (i) a loan to a natural person in an amount of $250,000. or less, (ii) a loan to or debt obligation issued by the Government of Canada, the government of a province of Canada or a municipality, or to or by any agency of any of them, or to or by the government of a foreign country or a political subdivision of a foreign country, or any agency thereof, or to or by an international agency prescribed in the regulations, (iii) a loan or debt obligation that is guaranteed by, or fully secured by securities issued by, a government, a municipality or an agency referred to in subclause (ii), (iv) a loan that is secured by a mortgage on real property (A) where the mortgage is on residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 75% of the value of the property at the time the loan is made, or (B) where the mortgage is on a real property other than residential property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, does not exceed 75% of the value of the property at the time the loan is made and the property provides an annual income sufficient to pay all annual expenses related to the property, including the payments owing under the mortgage, and the mortgages having an equal or prior claim against the property, (v) a loan that is secured by a mortgage on real property and the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, exceeds 75% of the value of the property at the time the loan is made if repayment of the amount of the loan that exceeds 75% of the value of the property is guaranteed or insured by an agency of the government of the country in which the real property is situated or of a province or state of that country or a private insurer approved by the Director, (vi) a loan or debt obligation that (A) consists of a deposit made by the corporation with another financial institution, (B) is fully secured by a deposit with any financial institution, including the corporation, (C) is fully secured by debt obligations guaranteed by any financial institution other than the corporation, or (D) is guaranteed by any financial institution other than the corporation, or (vii) debt obligations that are widely distributed, as that expression is defined by the regulations, (b) an investment in shares of a body corporate or ownership interests in an unincorporated entity, other than (i) shares or ownership interests that are widely distributed, as that expression is defined by the regulations, and (ii) participating shares, (c) financial leasing, and (d) any other prescribed investment; (« prêt commercial ») "debt obligation" means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured; (« titre de créance ») "factoring body corporate" means a body corporate the activities of which are limited to acting as a factor in respect of accounts receivable, which activities include the raising of money for the purpose of acting as a factor and the lending of money while acting as such a factor; (« personne morale d'affacturage ») "financial leasing body corporate" means a body corporate (a) the activities of which are limited to the financial leasing of personal property and such related activities as are prescribed and whose activities conform to such restrictions and limitations thereon as are prescribed, and (b) that, in conducting the activities referred to in clause (a) in Canada, does not direct its customers or potential customers to particular dealers in the leased property or the property to be leased; (« personne morale de crédit-bail ») "information processing services" means the collection, manipulation and transmission of information that is primarily financial or economic in nature or that relates to the business of an entity referred to in any of clauses 329.5(2)⁠(a) to (n) or subsection 329.5(3) or any other information that the Director may, by order, specify; (« services de traitement des données ») "information services body corporate" means a body corporate that, except as may be prescribed, is primarily engaged in (a) providing information processing services, (b) providing advisory and other services in the design, development and implementation of information management systems, or (c) designing, developing and marketing computer software, and the activities of which may include, as an ancillary activity, the design, development, manufacture or sale of special purpose computer hardware; (« personne morale d'information  ») "investment counselling and portfolio management body corporate" means a body corporate the principal activity of which consists of (a) the offering of advice, or advising, on investments, or (b) the investment or control, in any way that involves an element of discretionary judgment by the body corporate, of money, property, deposits or securities that (i) are not owned by the body corporate, or (ii) are not moneys deposited with the body corporate in the ordinary course of business; (« personne morale de conseil en placement et de gestion de portefeuille ») "loan" includes an acceptance, endorsement or other guarantee, a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit but does not include investments in securities; (« prêt » ou « emprunt ») "mutual fund body corporate" means a body corporate whose activities are limited to the investing of the funds of the body corporate, and includes a body corporate that is an issuer of securities that entitle the holder to receive, on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of the securities; (« personne morale de fonds mutuel ») "mutual fund distribution body corporate" means a body corporate whose principal activity is acting as a selling agent of units, shares or other interests in a mutual fund and acting as a collecting agent in the collection of payments for any such interests if (a) the proceeds of the sales of any such interests, less any sales commissions and service fees, are paid to the fund, and (b) the existence of a sales commission and service fee in respect of the sale of any such interest is disclosed to the purchaser of the interest prior to the purchase thereof; (« personne morale de courtage de fonds mutuels ») "participating share" means a share of a body corporate that carries the right to participate in the earnings of the body corporate to an unlimited degree and to participate in a distribution of the remaining property of the body corporate on dissolution; (« action participante ») "prescribed subsidiary" means a subsidiary that is one of a prescribed class of subsidiaries; (« filiale réglementaire ») "real property body corporate" means a body corporate that is primarily engaged in holding, managing or otherwise dealing with real property or shares of a body corporate or ownership interests in an unincorporated entity that is also primarily engaged in holding or otherwise dealing with real property, including another real property body corporate or a real property holding vehicle; (« personne morale de biens réels ») "real property brokerage body corporate" means a body corporate that is primarily engaged in (a) acting as an agent for vendors, purchasers, mortgagors, mortgagees, lessors or lessees of real property, and (b) the provision of consulting or appraisal services in respect of real property; (« personne morale de courtage de biens réels ») "real property holding vehicle" means a limited partnership or a trust that is primarily engaged in holding, managing or otherwise dealing with real property or shares of a body corporate or ownership interests in an unincorporated entity that is also primarily engaged in holding or otherwise dealing with real property, including a real property body corporate or another real property holding vehicle; (« société d'opérations sur biens réels ») "service body corporate" , in relation to a corporation, means a body corporate that engages exclusively in the provision of services to any or all of the following: (a) the corporation, (b) any entity in which the corporation has a substantial investment, (c) a financial institution that is affiliated with the corporation, (d) any entity in which a financial institution referred to in clause (c) has a substantial investment, (e) any other Canadian financial institution that has a substantial investment in the service body corporate, (f) any entity in which any Canadian financial institution referred to in clause (e) has a substantial investment, (g) any financial institution that is affiliated with any Canadian financial institution referred to in clause (e), and (h) any entity in which a financial institution referred to in clause (g) has a substantial investment, so long as the body corporate is providing services to the corporation or any of the entities referred to in clauses (b) to (d); (« personne morale de services ») "special purpose computer hardware" means computer equipment that is not generally available and that is integral to the provision of (a) financial services, or (b) information services related to the business of financial institutions; (« matériel informatique spécial ») "specialized financing body corporate" means a body corporate that is primarily engaged, under prescribed terms and conditions, in providing specialized business management, in making investments or in providing financing or advisory services. (« personne morale de financement spécial ») Body corporate holding shares 329.1(2) For the purposes of this Division, a factoring body corporate, a financial leasing body corporate, an information services body corporate, an investment counselling and portfolio management body corporate, a mutual fund body corporate, a mutual fund distribution body corporate, a real property brokerage body corporate, a service body corporate and a specialized financing body corporate includes any such body corporate that also (a) holds shares of another body corporate of the same type; or (b) holds shares of a financial holding body corporate referred to in clause 329.5(2)⁠(l). Control 329.1(3) For the purposes of this Division and Division VIII, (a) a person controls a body corporate if securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate; (b) a person controls an unincorporated entity, other than a limited partnership, if more than 50% of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity; (c) the general partner of a limited partnership controls the limited partnership; and (d) a person controls an entity if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity. Deemed control 329.1(4) A person who controls an entity is deemed to control any entity that is controlled, or deemed to be controlled, by the entity. Deemed control 329.1(5) A person is deemed to control an entity where the aggregate of (a) any securities of the entity that are beneficially owned by that person; and (b) any securities of the entity that are beneficially owned by any entity controlled by that person; is such that, if that person and all of the entities referred to in clause (b) that beneficially own securities of the entity were one person, that person would control the entity. Subsidiary 329.1(6) A body corporate is a subsidiary of another body corporate if it is controlled, determined without regard to clause (3)⁠(d), by the other body corporate. Substantial investment in body corporate 329.1(7) A person has a substantial investment in a body corporate where (a) the voting rights attached to the aggregate of any voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person exceed 10% of the voting rights attached to all of the outstanding voting shares of the body corporate; or (b) the aggregate of any shares of the body corporate beneficially owned by the person and by any entities controlled by the person represents ownership of greater than 25% of the shareholders' equity of the body corporate. Non-application to shares of securities underwriter 329.1(8) For the purposes of this section, (a) in computing the percentage of voting rights attached to voting shares owned by a securities underwriter, there shall be excluded the voting rights attached to voting shares; and (b) in computing the percentage of shareholders' equity comprised by shares of a body corporate beneficially owned by a securities underwriter and by any entities controlled by him or her, there shall be excluded shares; acquired by him or her as an underwriter during the course of a distribution to the public by him or her of those shares. Increasing substantial investment 329.1(9) A person who has a substantial investment in a body corporate pursuant to clause (8)⁠(a) increases that substantial investment when the person or any entity controlled by the person (a) acquires beneficial ownership of additional voting shares of the body corporate in such number as to increase the percentage of voting rights attached to the aggregate of the voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person; or (b) acquires control of any entity that beneficially owns any voting shares of the body corporate in such number as to increase the percentage of voting rights attached to the aggregate of the voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person. Increasing substantial investment 329.1(10) A person who has a substantial investment in a body corporate pursuant to clause (8)⁠(b) increases that substantial investment when the person or any entity controlled by the person (a) acquires beneficial ownership of additional shares of the body corporate in such number as to increase the percentage of the shareholders' equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person; or (b) acquires control of any entity that beneficially owns any shares of the body corporate in such number as to increase the percentage of the shareholders' equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person. New substantial investment 329.1(11) For greater certainty, (a) where a person has a substantial investment in a body corporate pursuant to clause (8)⁠(a) and the person, or any entity controlled by the person, (i) purchases or otherwise acquires beneficial ownership of shares of the body corporate, or (ii) acquires control of any entity that beneficially owns shares of the body corporate, in such number as to cause the shareholders' equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person to exceed 25% of the shareholders' equity of the body corporate; or (b) where a person has a substantial investment in a body corporate pursuant to clause (8)⁠(b) and the person or any entity controlled by the person (i) purchases or otherwise acquires beneficial ownership of voting shares of the body corporate, or (ii) acquires control of any entity that beneficially owns voting shares of the body corporate, in such number as to cause the voting rights attached to the aggregate of the voting shares beneficially owned by the person and by any entities controlled by the person to exceed 10% of the voting rights attached to all of the outstanding voting shares of the body corporate; the acquisition is deemed to cause the person to increase a substantial investment in the body corporate. Substantial investment in unincorporated entity 329.1(12) A person has a substantial investment in an unincorporated entity where the aggregate of any ownership interests, however designated, into which the entity is divided, beneficially owned by the person and by any entities controlled by the person exceeds 25% of all of the ownership interests into which the entity is divided. Non-application to interests of securities underwriter 329.1(13) For the purposes of this section, in computing the percentage of ownership interests in an unincorporated entity comprised by ownership interests in the entity beneficially owned by a securities underwriter and by any entities controlled by him or her, there shall be excluded ownership interests acquired by him or her as an underwriter during the course of a distribution to the public by him or her of those interests. Increasing substantial investment 329.1(14) A person who has a substantial investment in an unincorporated entity increases that substantial investment when the person or any entity controlled by the person (a) acquires beneficial ownership of additional ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests in the unincorporated entity beneficially owned by the person and by any entities controlled by the person; or (b) acquires control of any entity that beneficially owns ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests beneficially owned by the person and by any entities controlled by the person. S.M. 1997, c. 26, s. 12 . Non-application of Division 329.2 This Division does not apply in respect of (a) money or other assets held in trust by a corporation, other than guaranteed trust money and assets held in respect thereof; (b) the holding of a security interest in real property, unless the security interest is prescribed to be an interest in real property; or (c) the holding of a security interest in securities of an entity. S.M. 1997, c. 26, s. 12 . Investment standards 329.3 The directors of a corporation shall establish and the corporation shall adhere to investment and lending policies, standards and procedures that a reasonable and prudent person would apply in respect of a portfolio of investments and loans to avoid undue risk of loss and obtain a reasonable return. S.M. 1997, c. 26, s. 12 . Restriction on substantial investments 329.4(1) No corporation shall acquire or increase a substantial investment in any entity, except as provided in section 329.5 or 329.6 unless the substantial investment was acquired or increased by way of (a) an acquisition of control of a financial institution or specialized financing body corporate that has a substantial investment in the entity; (b) an acquisition of shares of or ownership interests in the entity by a financial institution or a specialized financing body corporate that is controlled by the corporation; (c) a temporary investment permitted by section 329.8; (d) an acquisition of shares of a body corporate or of ownership interests in an unincorporated entity permitted by section 329.9; or (e) a realization of security permitted by section 329.10. Exception for an uncontrolled event 329.4(2) A corporation shall be deemed not to contravene subsection (1) where the corporation acquires a substantial investment solely as the result of an event not within the control of the corporation. S.M. 1997, c. 26, s. 12 . Definition 329.5(1) In this section "control" means control of a body corporate within the meaning of subsection 329.1(3) determined without regard to clause 329.1(3)⁠(d). Permitted substantial investments 329.5(2) Subject to subsection (4) and Division VIII, a corporation may acquire or increase a substantial investment in a body corporate if the body corporate is any of the following: (a) a financial institution; (b) a factoring body corporate; (c) a financial leasing body corporate; (d) an information services body corporate; (e) an investment counselling and portfolio management body corporate; (f) a mutual fund body corporate; (g) a mutual fund distribution body corporate; (h) a real property brokerage body corporate; (i) a real property body corporate; (j) a service body corporate;

(k) a specialized financing body corporate; (l) a financial holding body corporate that does not have a substantial investment in any entity except in a body corporate referred to in this subsection or a real property holding vehicle referred to in subsection (3); (m) a body corporate whose activities are ancillary to the business of the corporation or of a financial institution that is its subsidiary; or (n) a body corporate that engages in two or more of the businesses or activities engaged in or carried on by bodies corporate referred to in any of clauses (b) to (m). Real property holding vehicles 329.5(3) Subject to Division VIII, a corporation may acquire or increase a substantial investment in a real property holding vehicle. Where control or approval required 329.5(4) A corporation may not acquire or increase a substantial investment in a body corporate pursuant to subsection (2) unless (a) the corporation controls the body corporate or would thereby acquire control of the body corporate; (b) the corporation jointly owns and controls the body corporate or would thereby jointly own or control the body corporate with another financial institution; or (c) the corporation is permitted by regulations to acquire or increase the substantial investment. Divestiture of shares 329.5(5) Where a corporation controls a body corporate referred to in clause (4)⁠(a), the corporation may only divest itself of shares of the body corporate in such number that the result would be that the corporation would no longer control the body corporate but would have a substantial investment in the body corporate if the corporation is permitted to do so by regulations. S.M. 1997, c. 26, s. 12 . Similar activities 329.6(1) On application in writing by a corporation, the minister may, by order and on such terms and conditions as are specified in the order, deem a body corporate named in the order to be, for all purposes of this Part, a body corporate referred to in any of clauses 329.5(2)⁠(b) to (n) if the activities of the body corporate are substantially similar to those of a body corporate referred to in any of those clauses. Revocation of order 329.6(2) Where, in the opinion of the minister, a corporation has failed to comply with any term or condition set out in an order made under subsection (1) or the activities of a body corporate in respect of which an order is made under that subsection are no longer substantially similar to those of a body corporate referred to in any of clauses 329.5(2)⁠(b) to (n), the minister may revoke the order and, where the minister does so, the corporation is deemed to have acquired, on the day the order is revoked a temporary investment in the body corporate in respect of which clause 329.8(1)⁠(b) applies. S.M. 1997, c. 26, s. 12 . Undertakings 329.7(1) Where a corporation controls a financial institution or a body corporate referred to in any of clauses 329.5(2)⁠(b) to (n), the corporation shall provide the Director with such undertakings as he or she may require regarding (a) the activities of the financial institution or body corporate; and (b) access to information about the financial institution or body corporate. Agreements with other jurisdictions 329.7(2) The minister may enter into an agreement with the appropriate official or public body responsible for the supervision of financial institutions for Canada or in each province or in any other jurisdiction concerning any matters referred to in clauses (1)⁠(a) and (b) or any other matter the minister deems appropriate. Access to records 329.7(3) Notwithstanding any other provision of this Division, a corporation shall not control a body corporate referred to in any of clauses 329.5(2)⁠(a) to (n) unless (a) where control is acquired after the coming into force of this subsection, in the course of acquiring control or within a reasonable time thereafter; and (b) in any other case, within a reasonable time after the coming into force of this subsection; the corporation obtains from the body corporate an undertaking to provide the Director with reasonable access to the records of the body corporate. S.M. 1997, c. 26, s. 12 . Temporary investment in body corporate 329.8(1) A corporation may, by way of a temporary investment, acquire or increase a substantial investment in a body corporate, subject to the following conditions: (a) after the acquisition or increase, the voting rights attached to the aggregate of any voting shares of the body corporate beneficially owned by the corporation and by any bodies corporate referred to in any of clauses 329.5(2)⁠(a) to (n) that it controls shall not exceed 50% of the voting rights attached to all of the outstanding voting shares of the body corporate; and (b) within two years, or such other period as may be specified by the Director after acquiring the substantial investment in the body corporate, the corporation shall do all things necessary to ensure that the corporation no longer has a substantial investment in the body corporate. Temporary investments in unincorporated entity 329.8(2) A corporation may, by way of a temporary investment, acquire or increase a substantial investment in an unincorporated entity, but within two years, or such other period as may be specified by the Director after acquiring the substantial investment the corporation shall do all things necessary to ensure that the corporation no longer has a substantial investment in the unincorporated entity. Transitional 329.8(3) Notwithstanding subsections (1) and (2), where on the day this section comes into force a corporation had an investment in an entity that is a substantial investment within the meaning of subsections 329.1(7) to (14) and the corporation subsequently increases that substantial investment by way of a temporary investment, the corporation shall, within two years, or such other period as may be specified by the Director, after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on that day. Extension 329.8(4) The Director may, in the case of any particular corporation, extend the period of two years, or the other period specified by the Director, referred to in subsections (1) to (3) for such further period or periods, and on such terms and conditions, as the Director considers necessary. Exception 329.8(5) Notwithstanding clause (1)⁠(a), the Director may, on application therefor, by order, and on such terms and conditions as may be specified in the order, permit a corporation to purchase or otherwise acquire, by way of a temporary investment, voting shares of a body corporate in such number that, after the acquisition, the voting rights attached to the aggregate of any voting shares of the body corporate beneficially owned by the corporation and by any bodies corporate referred to in any of clauses 329.5(2)⁠(a) to (n) that it controls exceed 50% of the voting rights attached to all of the outstanding voting shares of the body corporate. S.M. 1997, c. 26, s. 12 . Loan workouts 329.9(1) Notwithstanding anything in this Division, where a corporation has made a loan to an entity and, pursuant to the terms of the agreement between the corporation and the entity with respect to the loan and any other documents governing the terms of the loan, a default has occurred, the corporation may acquire (a) where the entity is a body corporate, all or any of the shares of the body corporate; (b) where the entity is an unincorporated entity, all or any of the ownership interests in the entity; (c) all or any of the shares or all or any of the ownership interests in any entity that is an affiliate of the entity; or (d) all or any of the shares of a body corporate that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates; but the corporation shall within two years after acquiring the shares or ownership interests do all things necessary to ensure that the corporation does not have a substantial investment in any entity referred to in clauses (a) to (d). Transitional 329.9(2) Notwithstanding subsection (1), where on the day this section comes into force a corporation had an investment in an entity that is a substantial investment within the meaning of subsections 329.1(7) to (14) and the corporation subsequently increases that substantial investment by way of an investment made pursuant to subsection (1), the corporation shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on that day. Extension 329.9(3) The Director may, in the case of any particular corporation, extend the period of two years referred to in subsections (1) and (2) for such further period or periods, and on such terms and conditions, as the Director considers necessary. Exception for entities controlled by governments of foreign countries 329.9(4) Notwithstanding anything in this Division, where a corporation has made a loan to, or holds a debt obligation of, the government of a foreign country or an entity controlled by the government of a foreign country and, pursuant to the terms of the agreement between the corporation and that government or the entity, as the case may be, and any other documents governing the terms of the loan or debt obligation, a default has occurred, the corporation may acquire all or any of the shares of, or ownership interests in, that entity, or in any other entity designated by that government, if the acquisition is part of a debt restructuring program of that government. Time for holding shares 329.9(5) Where a corporation acquires any shares or ownership interests, pursuant to subsection (4), the corporation, on such terms and conditions as the Director considers appropriate, may hold those shares or ownership interests for an indeterminate period or for such other period as the Director may specify. S.M. 1997, c. 26, s. 12 . Realizations 329.10(1) Notwithstanding anything in this Part, a corporation may acquire (a) an investment in a body corporate; (b) an interest in an unincorporated entity; or (c) an interest in real property; if the investment or interest is acquired through the realization of a security interest held by the corporation. Disposition 329.10(2) Subject to subsection (6), where, pursuant to the realization of a security interest held by a corporation, the corporation acquires a substantial investment in an entity, the corporation shall, within two years after the day on which the substantial investment was acquired, do all things necessary to ensure that the corporation no longer has a substantial investment in the entity. Transitional 329.10(3) Notwithstanding subsection (2), where on the day this section comes into force a corporation had an investment in an entity that is a substantial investment within the meaning of subsections 329.1(7) to (14) and the corporation subsequently increases that substantial investment by way of a realization of security pursuant to subsection (1), the corporation shall, within two years after increasing the substantial investment, do all things necessary to ensure that its substantial investment in the entity is no greater than it was on that day. Extension 329.10(4) The Director may, in the case of any particular corporation, extend the period of two years referred to in subsections (2) and (3) for such further period or periods, and on such terms and conditions, as the Director considers necessary. Exception 329.10(5) Where, pursuant to the realization of a security interest held by a corporation, the corporation acquires or increases a substantial investment in an entity that it would otherwise be permitted to acquire or increase pursuant to section 329.5, the corporation may continue to hold the substantial investment if the approval in writing of the minister is obtained prior to the expiration of the period referred to in subsection (2) or (3), including any extension thereof granted pursuant to subsection (4). Requirement to sell 329.10(6) Notwithstanding section 30, where a corporation or any of its subsidiaries, through the realization of security, acquires any shares of the corporation or of any body corporate that controls the corporation or any ownership interests in an unincorporated entity that controls the corporation, the corporation shall, or shall cause its subsidiaries to, as the case may be, within six months after the day of the realization, sell or otherwise dispose of the shares or ownership interests. S.M. 1997, c. 26, s. 12 . Exclusion from portfolio limits 329.11(1) Subject to subsection (3), the value of all loans, investments and interests acquired by a corporation and any of its prescribed subsidiaries as a result of a realization of a security interest or pursuant to section 329.9 shall not be included in calculating the value of loans, investments and interests of the corporation and its prescribed subsidiaries under sections 329.12 to 329.17 (a) for a period of 12 years following the day on which the interest was acquired, in the case of an interest in real property; and (b) for a period of two years following the day on which the loan, investment or interest was acquired, in the case of a loan, investment or interest, other than an interest in real property. Extension 329.11(2) The Director may, in the case of any particular corporation, extend any period referred to in subsection (1) for such further period or periods, and on such terms and conditions, as the Director considers necessary. Exceptions 329.11(3) Subsection (1) does not apply to any loan, investment or interest that is defined by regulation to be an interest in real property. S.M. 1997, c. 26, s. 12 . Lending limit where regulatory capital not more than $25,000,000. 329.12 A corporation with $25,000,000. or less of regulatory capital shall not, and shall not permit its prescribed subsidiaries to, (a) make or acquire a commercial loan; or (b) acquire control of a body corporate referred to in any of clauses 329.5(2)⁠(a) to (n) that holds commercial loans; if the aggregate value of all commercial loans held by the corporation and its prescribed subsidiaries exceeds, or the acquisition or making of the commercial loan or the acquisition of control of the body corporate would cause the aggregate value of all commercial loans held by the corporation and its prescribed subsidiaries to exceed, 7% of the total assets of the corporation. S.M. 1997, c. 26, s. 12 . Lending limit where regulatory capital more than $25,000,000. 329.13 A corporation with more than $25,000,000. of regulatory capital may (a) make or acquire commercial loans; or (b) acquire control of a body corporate referred to in any of clauses 329.5(2)⁠(a) to (n) that holds commercial loans; where the aggregate value of all commercial loans held by the corporation and its prescribed subsidiaries would thereby exceed 7% of the total assets of the corporation only with the prior approval in writing of the Director and in accordance with such terms and conditions as the Director may specify. S.M. 1997, c. 26, s. 12 . Meaning of "total assets" 329.14 For the purposes of sections 329.12 and 329.13, "total assets" , in respect of a corporation, has the meaning given it in the regulations. S.M. 1997, c. 26, s. 12 . Limit on total property interest 329.15 A corporation shall not, and shall not permit its prescribed subsidiaries to, (a) purchase or otherwise acquire an interest in real property; or (b) make an improvement to any real property in which the corporation or any of its prescribed subsidiaries has an interest; if the aggregate value of all interests of the corporation in real property exceeds, or the acquisition of the interest or the making of the improvement would cause that aggregate value to exceed, 70% of the regulatory capital of the corporation. S.M. 1997, c. 26, s. 12 . Limits on equity acquisitions 329.16 A corporation shall not, and shall not permit its prescribed subsidiaries to, (a) purchase or otherwise acquire any participating shares of any body corporate or any ownership interests in any unincorporated entity, other than those of an entity referred to in section 329.5 in which the corporation has, or by virtue of the acquisition would have, a substantial investment; or (b) acquire control of a body corporate that holds shares or ownership interests referred to in clause (a); if the aggregate value of (c) all participating shares, excluding participating shares of bodies corporate referred to in section 329.5 in which the corporation has a substantial investment; and (d) all ownership interests in unincorporated entities; beneficially owned by the corporation and its prescribed subsidiaries exceeds, or the purchase or acquisition would cause that aggregate value to exceed, 70% of the regulatory capital of the corporation. S.M. 1997, c. 26, s. 12 . Aggregate limit 329.17 A corporation shall not, and shall not permit its prescribed subsidiaries to, (a) purchase or otherwise acquire (i) participating shares of a body corporate, other than those of a body corporate referred to in section 329.5 in which the corporation has, or by virtue of the acquisition would have, a substantial investment, (ii) ownership interests in an unincorporated entity, or (iii) interests in real property; or (b) make an improvement to real property in which the corporation or any of its prescribed subsidiaries has an interest; if the aggregate value of (c) all participating shares and ownership interests referred to in subclauses (a)⁠(i) and (ii) that are beneficially owned by the corporation and its prescribed subsidiaries; and (d) all interests of the corporation in real property referred to in subclause (a)⁠(iii); exceeds, or the acquisition or the making of the improvement would cause that aggregate value to exceed, 100% of the regulatory capital of the corporation. S.M. 1997, c. 26, s. 12 . Deemed temporary investment 329.18 Where a corporation has a substantial investment in an entity as permitted by this Part and the corporation becomes aware of a change in the business or affairs of the entity that, if the change had taken place prior to the acquisition of the substantial investment, would have precluded the acquisition, the corporation shall be deemed to have acquired, on the day the corporation becomes aware of the change, a temporary investment in respect of which clause 329.8(1)⁠(b) or subsection 329.8(2) applies. S.M. 1997, c. 26, s. 12 . Assets transactions 329.19 A corporation shall not, without the approval in writing of the Director, in any transaction or series of transactions with the same party during a period of 12 months, acquire or dispose of, directly or indirectly, assets, other than assets that are debt obligations referred to in subclauses (a)⁠(ii), (iii), (iv) and (vi) of the definition "commercial loan" in subsection 329.1(1), having a value in excess of 10% of the total assets of the corporation as at the beginning of the 12 month period. S.M. 1997, c. 26, s. 12 . Restriction on amount of single investment 329.20(1) No corporation shall, directly or indirectly, make loans to or investments in any one person or to or in two or more persons that to the knowledge of the corporation are related, in an amount exceeding the greater of (a) $500,000.; or (b) 1% of the corporation's total assets. Exceptions 329.20(2) Subsection (1) does not apply so as to restrict (a) investments in securities issued or guaranteed by the Government of Canada, including mortgages insured under the National Housing Act (Canada), by the government of any province of Canada or by any municipality in Canada; (b) investments in debt instruments endorsed with recourse by a bank incorporated under an Act of the Parliament of Canada; or (c) substantial investments in entities referred to in section 329.5 or 329.6. S.M. 1997, c. 26, s. 12 . Transitional 329.21 Nothing in this Division requires (a) the termination of a loan or a commitment to make a loan or investment or to increase a loan or investment; or (b) the disposal of an investment; made before the coming into force of this section but, if the loan or investment would be precluded or limited by this Division, the amount of the loan or investment shall not, except as provided in subsections 329.8(3), 329.9(2) and 329.10(3), or pursuant to a commitment referred to in clause (a), be increased after the coming into force of this section. S.M. 1997, c. 26, s. 12 . Saving 329.22 A loan or investment referred to in section 329.21 is deemed not to be prohibited by the provisions of this Division. S.M. 1997, c. 26, s. 12 . Restriction on residential mortgages 329.23(1) A corporation shall not make a loan in Canada on the security of residential property in Canada for the purpose of purchasing, renovating or improving that property, or refinance such a loan, if the amount of the loan, together with the amount then outstanding of any mortgage having an equal or prior claim against the property, would exceed 75% of the value of the property at the time of the loan. Exception 329.23(2) Subsection (1) does not apply in respect of (a) a loan made or guaranteed under the National Housing Act (Canada) or any other Act of Parliament by or pursuant to which a different limit on the value of property on the security of which the corporation may make a loan is established; (b) a loan if repayment of the amount of the loan that exceeds the maximum amount set out in subsection (1) is guaranteed or insured by a government agency or a private insurer approved by the Director; or (c) the acquisition by the corporation from an entity of securities issued or guaranteed by the entity that are secured on any residential property, whether in favour of a trustee or otherwise, or the making of a loan by the corporation to the entity against the issue of such securities. S.M. 1997, c. 26, s. 12 . DIVISION V 330 to 335 [Repealed] S.M. 1997, c. 26, s. 14 . DIVISION VI BORROWING POWERS AND STATUTORY LIMITS Specific borrowing 336(1) Notwithstanding any other provision of this Act, (a) a trust corporation may hypothecate, mortgage or pledge assets of its guaranteed trust fund to the Canada Deposit Insurance Corporation as security for a loan from that Corporation; and (b) a loan corporation shall not hypothecate, mortgage or pledge its real or personal property, or both, except to secure money to enable it to meet short term requirements for liquid funds arising from its operations. Loan corporation securities 336(2) A loan corporation may borrow money and may issue securities for money borrowed, and the securities may be made payable to order or to bearer or to the registered holder or otherwise as the corporation deems advisable, and the corporation may borrow money by the issue of subordinated notes, subject to subsection (4). Restriction 336(3) A trust corporation shall not borrow money by the issue of bonds or debentures but may, for the purpose of investment, borrow money by the issue of subordinated notes, subject to subsection (4). Rules for issue of subordinated notes 336(4) A corporation shall not issue a subordinated note otherwise than in accordance with subsection (5). Features of subordinated notes 336(5) A subordinated note (a) shall be issued only on application to the registered office of the corporation; (b) shall have a denomination of $25,000. or more; (c) shall be clearly designated on its face as a subordinated note; (d) shall clearly indicate in its terms that the indebtedness evidenced by it shall, in the event of the insolvency or winding-up of the corporation, rank equally with the indebtedness evidenced by other subordinated notes of the corporation but be subordinate in right of payment to all other indebtedness of the corporation except indebtedness in respect of subordinated shareholder loans; and (e) shall have a fixed term to maturity, but may include a provision making it subject to earlier redemption at the option of the corporation and with the approval of the Director. References to subordinated notes 336(6) A corporation, or any person acting on its behalf, shall not, in any prospectus, advertisement, correspondence or literature relating to a subordinated note issued or to be issued by the corporation, refer to the note otherwise than as a subordinated note. Limitation on amount borrowed 336(7) Except as authorized by subsection (12), the aggregate of the amounts of money borrowed by a corporation and in addition, the guaranteed trust money held by a trust corporation shall not at any time exceed (a) 12 1/2 times the unimpaired capital and reserve funds of the corporation; or (b) such higher limit as is approved or prescribed by the Director under this section. Increasing limit 336(8) A corporation may, by resolution sanctioned by at least three-fourths of the votes cast at a general meeting of the corporation duly called for the purpose of considering the resolution, (a) increase the limit mentioned in clause (7)⁠(a) to such limit as the resolution provides; or (b) authorize the directors to increase the limit mentioned in clause (7)⁠(a) to such limit as they may provide from time to time by resolution, subject to the maximum limit specified in the resolution; but no limit greater than that mentioned in clause (7)⁠(a) shall be effective unless it is approved or prescribed by the Director under this section. Director's powers 336(9) The Director may, subject to subsection (10), (a) approve the limit provided by the resolution; or (b) prescribe a limit lower than the limit provided by the resolution; and may revoke any approval or prescription of a limit and prescribe a lower limit in lieu thereof, but in no case shall the Director prescribe a limit lower than that mentioned in clause (7)⁠(a). Limit exceeding 20 times 336(10) The Director shall not approve or prescribe a limit greater than 20 times the corporation's unimpaired capital and reserve funds unless he is satisfied that the financial condition of the corporation complies with the standards established pursuant to the regulations. Limit exceeding 20 times 336(11) Where the Director approves or prescribes a limit greater than twenty times the corporation's unimpaired capital and reserve funds, the corporation shall maintain outstanding subordinated notes issued by the corporation and having more than one year to run to maturity, in an amount not less than such proportion, if any, as the Director may from time to time specify, of the amount by which (a) the aggregate of the amounts of money borrowed by a corporation and in addition, the guaranteed trust money held by the trust corporation; exceeds (b) 20 times the corporation's unimpaired capital and reserve funds. Trust corporation limit exceeded 336(12) The aggregate of the amounts of money borrowed and the guaranteed trust money held by a trust corporation may at any time exceed the limit otherwise imposed by or under this section (a) by an amount not greater than the amount by which the aggregate of (i) the cash (A) owned by the trust corporation, or (B) held by the trust corporation in respect of guaranteed trust money, that is on hand or on deposit in a bank or other depository approved by the Director, and (ii) the market value of the unencumbered debentures, bonds, stocks or other securities of or guaranteed by the Government of Canada or the government of a province, owned by the trust corporation or held by the trust corporation in respect of guaranteed trust money, exceeds 20% of the aggregate of (iii) the guaranteed trust money held by the trust corporation that is repayable on demand or on notice of less than 100 days, (iv) the guaranteed trust money held by the trust corporation that will become repayable within 100 days, (v) the unsecured debts of the trust corporation that are payable on demand or on notice of less than 100 days, and (vi) the unsecured debts of the trust corporation that will become payable within 100 days; or (b) subject to such terms and conditions as the Director deems appropriate, by an amount not greater than the sum of (i) the amount calculated under clause (a), and (ii) the product obtained by multiplying the outstanding amount of subordinated shareholder loans by the limit approved or prescribed by the Director under this section or, if no limit has been approved or prescribed, by 12 1/2. Loan corporation limit exceeded 336(13) The aggregate of the amounts of money borrowed by a loan corporation may at any time exceed the limit otherwise imposed by or under this section (a) by an amount not greater than the amount by which the aggregate of (i) the cash owned by the loan corporation and held on hand or on deposit in a bank or other depository approved by the Director, and (ii) the market value of the unencumbered debentures, bonds, stocks or other securities of or guaranteed by the Government of Canada or the government of a province, owned by the loan corporation, exceeds 20% of the aggregate of (iii) the unsecured debts of the loan corporation that are payable on demand or on notice of less than 100 days, and (iv) the unsecured debts of the loan corporation that will become payable within 100 days; or (b) subject to such terms and conditions as the Director deems appropriate, by an amount not greater than the sum of (i) the amount calculated under clause (a), and (ii) the product obtained by multiplying the outstanding amount of subordinated shareholder loans by the limit approved or prescribed by the Director under this section or, if no limit has been so approved or prescribed, by 12 1/2. S.M. 1997, c. 26, s. 15 ; S.M. 2002, c. 47, s. 30 . Regulations 337 The Lieutenant Governor in Council may make regulations respecting the establishment of standards for the purposes of subsection 336(10). Canada Deposit Insurance Corporation Act 338 Notwithstanding the Canada Deposit Insurance Corporation Act (Canada) or any by-law made thereunder, money received by a corporation from the issue of a subordinated note or by way of a subordinated shareholder loan is deemed not to be a deposit for purposes of that Act. DIVISION VII LIQUIDITY REQUIREMENTS Reserves for deposits 339(1) A corporation shall at all times maintain (a) cash on hand or on deposit in a bank or other depository approved by the Director; (b) unencumbered debentures, bonds, shares or other securities of or guaranteed by the Government of Canada or of or guaranteed by the government of any province of Canada; (c) loans payable on demand and fully secured by a class of security referred to in clause (b); and (d) with the approval of the Director and subject to such conditions as the Director imposes, a credit from banks in Canada; to an aggregate of at least 20% of the total amount of all securities, deposits and obligations of the corporation payable in less than 100 days. Composition of reserves 339(2) Of the amount maintained under clauses (1)⁠(a), (1)⁠(b) and (1)⁠(d), (a) at least 25% shall be maintained in cash on hand or on deposit in a bank or other depository approved by the Director and in unencumbered debentures, bonds, shares or other securities of or guaranteed by the Government of Canada maturing in three years or less; and (b) at least 50% shall be maintained in cash on hand or on deposit in a bank or other depository approved by the Director and in unencumbered debentures, bonds, stocks or other securities of or guaranteed by the Government of Canada, maturing in 10 years or less. 339(3) [Repealed] S.M. 1997, c. 26, s. 16 . S.M. 1997, c. 26, s. 16 ; S.M. 2002, c. 47, s. 30 . DIVISION VIII SELF DEALING 340 to 342 [Repealed] S.M. 1997, c. 26, s. 18 . Definition 342.1(1) In this Division, "loan" includes a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee; (« prêt ») "officer" means (a) in relation to a body corporate, a chief executive officer, president, vice-president, secretary, controller, treasurer and any other natural person designated as an officer of the body corporate by by-law or by resolution of the directors of the body corporate, and (b) in relation to any other entity, any natural person designated as an officer of the entity by by-law, by resolution of the members of the entity or otherwise. (« dirigeant ») Significant interest 342.1(2) A person has a significant interest in a class of shares of a corporation where the aggregate of (a) any shares of that class beneficially owned by the person; and (b) any shares of that class beneficially owned by entities controlled by the person; exceeds 10% of all of the outstanding shares of that class of shares of the corporation. Increasing significant interest 342.1(3) A person who has a significant interest in a class of shares of a corporation increases that significant interest in the class of shares where the person or any entity controlled by the person (a) acquires beneficial ownership of additional shares of that class; or (b) acquires control of any entity that beneficially owns shares of that class; in such number as to increase the percentage of shares of that class that are beneficially owned by the person and by any entities controlled by the person. Interpretation 342.1(4) For the purposes of this Division, (a) entering into a transaction with a related party of a corporation includes (i) making a guarantee on behalf of the related party, (ii) making an investment in any securities of the related party, (iii) taking an assignment of or otherwise acquiring a loan made by a third party to the related party, and (iv) taking a security interest in the securities of the related party; and (b) the fulfilment of an obligation under the terms of any transaction, including the payment of interest on a loan or deposit, is part of the transaction, and not a separate transaction. Interpretation 342.1(5) For the purposes of this Division, a natural person is affiliated with a corporation where the person (a) is an officer or employee of the corporation or of an affiliate of the corporation; (b) has a significant interest in a class of shares of the corporation; (c) has a substantial investment in an affiliate of the corporation; (d) is a significant borrower in respect of the corporation; (e) is an officer or employee of an entity that is a significant borrower in respect of the corporation; (f) controls one or more entities of which the total indebtedness to the corporation or to an affiliate of the corporation would cause those entities, if treated as a single entity, to be a significant borrower of the corporation; (g) provides goods or services to the corporation, or is a partner or an employee in a partnership that provides goods or services to the corporation or an officer or employee of, or a person who has a substantial investment in, a body corporate that provides goods or services to the corporation, if the total annual billings to the corporation in respect of the goods and services provided exceeds ten per cent of the total annual billings of the person, partnership or body corporate, as the case may be; (h) has a loan that is not in good standing from the corporation or from an affiliate of the corporation or is a director, an officer or an employee of, or a person who controls, an entity that has a loan that is not in good standing from the corporation or from an affiliate of the corporation; or (i) is the spouse or common-law partner of a person described in any of clauses (a) to (h). S.M. 1997, c. 26, s. 19 ; S.M. 2002, c. 24, s. 15 . Acting in concert 342.2(1) For the purposes of subsection 342.3(6), where two or more persons have agreed, pursuant to any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of (a) shares of a corporation that they beneficially own; (b) shares or ownership interests that they beneficially own of any entity that beneficially owns shares of a corporation; or (c) shares or ownership interests that they beneficially own of any entity that controls any entity that beneficially owns shares of a corporation; those persons shall be deemed to be a single person who is acquiring beneficial ownership of the aggregate number of shares of the corporation or shares or ownership interests of the entity that are beneficially owned by them. Acting in concert deemed 342.2(2) Without limiting the generality of subsection (1), any agreement, commitment or understanding by or between two or more persons who beneficially own shares of a corporation or shares or ownership interests of any entity referred to in clause (1)⁠(b) or (c), (a) whereby any of them or their nominees may veto any proposal put before the board of directors of the corporation; or (b) pursuant to which no proposal put before the board of directors of the corporation may be approved except with the consent of any of them or their nominees; shall be deemed to be an agreement, commitment or understanding referred to in subsection (1). Exceptions 342.2(3) For the purposes of this section, persons shall be presumed not to have agreed to act jointly or in concert solely by reason of the fact that (a) one is the proxyholder of one or more of the others in respect of shares or ownership interests referred to in subsection (1); or (b) they vote the voting rights attached to shares or ownership interests referred to in subsection (1) in the same manner. Designation 342.2(4) Where in the opinion of the Director it is reasonable to conclude that an agreement, commitment or understanding referred to in subsections (1) and (2) exists by or among two or more persons, the Director may designate those persons as persons who have agreed to act jointly or in concert. S.M. 1997, c. 26, s. 19 . Determination of substantial investment 342.3(1) For the purpose of determining whether an entity or a person has a substantial investment for the purposes of any of clauses (4)⁠(d) to (f), the references to "control" and "controlled" in subsections 329.1(7) to (14) shall be construed as references to "control, within the meaning of subsections 329.1(3) to (5), determined without regard to clause 329.1(3)⁠(d)," and "controlled, within the meaning of subsections 329.1(3) to (5), determined without regard to clause 329.1(3)⁠(d),", respectively. Determination of control 342.3(2) For the purposes of clause (4)⁠(g), "controlled" means "controlled, within the meaning of subsections 329.1(3) to (5), determined without regard to clause 329.1(3)⁠(d)". Meaning of equity 342.3(3) For the purposes of subsection (9), "equity" in respect of a corporation means the sum of the shareholders' equity of the corporation and the minority interests in entities controlled by the corporation as they appear in the consolidated financial statements of the corporation. Related party of corporation 342.3(4) For the purposes of this Division, a person is a related party of a corporation where the person (a) is a person who has a significant interest in a class of shares of the corporation; (b) is a director or an officer of the corporation or of a body corporate that controls the corporation or is acting in a similar capacity in respect of an unincorporated entity that controls the corporation; (c) is the spouse, common-law partner, or a child who is less than 18 years of age, of a person described in clause (a) or (b); (d) is an entity in which a director or an officer of the corporation has a substantial investment; (e) is an entity in which a person who controls the corporation has a substantial investment; (f) is an entity in which the spouse, common-law partner, or a child who is less than 18 years of age, of a person described in clause (d) or (e) has a substantial investment; (g) is an entity that is controlled by a person referred to in any of clauses (a) to (c) or by an entity referred to in any of clauses (d) to (f); or (h) is a person, or a member of a class of persons, designated under subsection (6) or (7) as, or deemed under subsection (8) to be, a related party of the corporation. Exception 342.3(5) An entity in which a corporation has a substantial investment is deemed not to be an entity referred to in clause (4)⁠(e) unless the person referred to in that clause has a substantial investment in the entity otherwise than through the person's controlling interest in the corporation. Designated related party 342.3(6) For the purposes of this Division, the Director may, with respect to a particular corporation, designate as a related party of the corporation (a) any person or class of persons whose direct or indirect interest in or relationship with the corporation or a related party of the corporation might reasonably be expected to affect the exercise of the best judgment of the corporation in respect of a transaction; or (b) any person who is a party to any agreement, commitment or understanding referred to in section 342.2 if the corporation referred to in that section is the corporation referred to in this section. Designated related party 342.3(7) Where a person is designated as a related party of a corporation pursuant to subsection (6), the Director may also designate any entity in which the person has a substantial investment and any entity controlled by such an entity to be a related party of the corporation. Deemed related party 342.3(8) Where, in contemplation of a person becoming a related party of a corporation, the corporation enters into a transaction with the person, the person is deemed for the purposes of this Division to be a related party of the corporation in respect of that transaction. Holders of exempted shares 342.3(9) Notwithstanding clause (4)⁠(a), a person shall be deemed not to be a related party of a corporation where the person would otherwise be a related party of the corporation by reason only that the person has a significant interest in a class of non-voting shares of the corporation that do not amount to more than 10% of the equity of the corporation. Holding body corporate 342.3(10) Where the holding body corporate of corporation is a financial institution incorporated by or under an Act of Canada or a province or territory of Canada, the holding body corporate is not a related party of the corporation under clause (4)⁠(a). S.M. 1997, c. 26, s. 19 ; S.M. 2002, c. 24, s. 15 . Non-application of this Division 342.4(1) This Division does not apply in respect of any transaction entered into prior to the coming into force of this subsection but, after the coming into force of this subsection, any modification of, addition to, or renewal or extension of a prior transaction is subject to this Division. Further non-application of this Division 342.4(2) This Division does not apply in respect of (a) money or other assets held in trust, other than guaranteed trust money and assets held in respect thereof; (b) the issue of shares of any class of shares of a corporation when fully paid for in money or when issued (i) in accordance with any provisions for the conversion of other issued and outstanding securities of the corporation into shares of that class of shares, (ii) as a share dividend, (iii) in exchange for shares of a body corporate that has been continued as a corporation under Part XIV, (iv) in accordance with the terms of an amalgamation under Part XIV, (v) by way of consideration in accordance with the terms of a sale agreement under section 318, or (vi) with the approval in writing of the Director in exchange for shares of another body corporate; (c) the payment of dividends by a corporation; or (d) transactions that consist of the payment or provision by a corporation to persons who are related parties of the corporation of salaries, fees, stock options, pension benefits, incentive benefits or other benefits or remuneration in their capacity as directors, officers or employees of the corporation. Exception 342.4(3) Nothing in clause (2)⁠(d) exempts from the application of this Division the payment by a corporation of fees or other remuneration to a person for (a) the provision of services referred to in clause 342.12(1)⁠(a); or (b) duties outside the ordinary course of business of the corporation. S.M. 1997, c. 26, s. 19 . Conduct review committee 342.5(1) The directors of a corporation shall establish a conduct review committee to perform the duties referred to in subsection (3). Membership of conduct review committee 342.5(2) The conduct review committee of a corporation shall consist of at least three directors and majority of the members of the conduct review committee must consist of directors who are not persons affiliated with the corporation and none of the members of the conduct review committee may be officers or employees of the corporation or a subsidiary of the corporation. Duties of conduct review committee 342.5(3) The conduct review committee of a corporation shall (a) establish procedures for the review of transactions with related parties of the corporation to which this Division applies; (b) review all proposed transactions with related parties of the corporation in accordance with this Division; and (c) review the practices of the corporation to ensure that any transactions with related parties of the corporation that may have a material effect on the stability or solvency of the corporation are identified. Corporation report to Director 342.5(4) A corporation shall report to the Director on the mandate and responsibilities of the conduct review committee and the procedures established by the committee under clause (3)⁠(a). Committee report to directors 342.5(5) After each meeting of the conduct review committee of a corporation, the committee shall report to the directors of the corporation on all transactions and other matters reviewed by the committee. Directors' report to Director 342.5(6) Within 90 days after the end of each financial year, the directors of a corporation shall report to the Director on the proceedings of the conduct review committee and on all transactions and other matters reviewed by the committee during the year. S.M. 1997, c. 26, s. 19 . Prohibited transactions 342.6(1) Except as provided in this Division, a corporation shall not, directly or indirectly, enter into any transaction with a related party of the corporation. Transaction of entity 342.6(2) Without limiting the generality of subsection (1), a corporation is deemed to have indirectly entered into a transaction in respect of which this Division applies where the transaction is entered into by an entity that is controlled by the corporation. Exception 342.6(3) Subsection (2) does not apply where an entity that is controlled by a corporation is a financial institution incorporated or formed under the laws of Canada or a province or territory of Canada and is subject to regulation and supervision, satisfactory to the Director, regarding transactions with related parties of the corporation. Exception re prescribed transactions 342.6(4) Subsection (2) does not apply in respect of transactions entered into by an entity that is controlled by a corporation if the transaction is a prescribed transaction or is one of a class of prescribed transactions. S.M. 1997, c. 26, s. 19 .

Nominal value transactions 342.7 Notwithstanding anything in this Division, a corporation may enter into a transaction with a related party of the corporation if the value of the transaction is nominal or immaterial to the corporation when measured by criteria that have been established by the conduct review committee of the corporation and approved in writing by the Director. S.M. 1997, c. 26, s. 19 . Secured loans 342.8 A corporation may make a loan to or a guarantee on behalf of a related party of the corporation or take an assignment of or otherwise acquire a loan to a related party of the corporation if (a) the loan or guarantee is fully secured by securities of or guaranteed by the Government of Canada or the government of a province; or (b) the loan is a loan permitted by section 329.23 made to a related party who is a natural person on the security of a mortgage of the principal residence of that related party. S.M. 1997, c. 26, s. 19 . Deposits 342.9 A corporation may enter into a transaction with a related party of the corporation if the transaction consists of a deposit by the corporation with a financial institution that is a direct clearer or a member of a clearing group under the by-laws of the Canadian Payments Association and the deposit is made for clearing purposes. S.M. 1997, c. 26, s. 19 . Borrowing from related party 342.10 A corporation may borrow money from, take deposits from, or issue debt obligations to, a related party of the corporation. S.M. 1997, c. 26, s. 19 . Acquisition of assets 342.11(1) A corporation may purchase or otherwise acquire from a related party of the corporation (a) securities of, or securities guaranteed by, the Government of Canada or the government of a province; (b) assets fully secured by securities of, or securities guaranteed by, the Government of Canada or the government of a province; or (c) goods for use in the ordinary course of business. Sale of assets 342.11(2) Subject to section 329.19, a corporation may sell any assets of the corporation to a related party of the corporation if (a) the consideration for the assets is fully paid in money; and (b) there is an active market for those assets. Asset transactions with financial institutions 342.11(3) Notwithstanding any of the provisions of subsections (1) and (2), a corporation may, in the normal course of business and pursuant to arrangements that have been approved by the Director in writing, acquire or dispose of any assets, other than real property, from or to a related party of the corporation that is a financial institution. Asset transactions in restructuring 342.11(4) Notwithstanding any of the provisions of subsections (1) and (2), a corporation may acquire any assets from, or dispose of any assets to, a related party of the corporation as part of, or in the course of, a restructuring, if the acquisition or disposition has been approved in writing by the Director. Goods or space for use in business 342.11(5) A corporation may lease assets (a) from a related party of the corporation for use in the ordinary course of business of the corporation; or (b) to a related party of the corporation; if the lease payments are made in money. S.M. 1997, c. 26, s. 19 . Services 342.12(1) A corporation may enter into a transaction with a related party of the corporation if the transaction (a) subject to subsection (2), consists of a written contract for the purchase by the corporation of services used in the ordinary course of business; (b) subject to subsection (4), involves the provision by the corporation of services, other than loans or guarantees, normally offered to the public by the corporation in the ordinary course of business; (c) consists of a written contract with a financial institution or an entity in which the corporation is permitted to have a substantial investment pursuant to section 329.5 that is a related party of the corporation (i) for the networking of any services provided by the corporation or the financial institution or entity, or (ii) for the referral of any person by the corporation to the financial institution or entity, or for the referral of any person by the financial institution or entity to the corporation; (d) consists of a written contract for such pension or benefit plans or their management or administration as are incidental to directorships or to the employment of officers or employees of the corporation or its subsidiaries; or (e) involves the provision by the corporation of management, advisory, accounting, information processing or other services in relation to any business of the related party. Order concerning management by employees 342.12(2) Where a corporation has entered into a contract pursuant to clause (1)⁠(a) and the contract, when taken together with all other such contracts entered into by the corporation, results in all or substantially all of the management functions of the corporation being exercised by persons who are not employees of the corporation, the Director may, by order, if the Director considers that result to be inappropriate, require the corporation, within such time as may be specified in the order, to take all steps necessary to ensure that management functions that are integral to the carrying on of business by the corporation are exercised by employees of the corporation to the extent specified in the order. Service bodies corporate 342.12(3) Notwithstanding subsection 342.6(2), a corporation shall be deemed not to have indirectly entered into a transaction in respect of which this Division applies where the transaction is entered into by a service body corporate, within the meaning of section 329.1, that is controlled by the corporation if subsection 342.19(1) is complied with. S.M. 1997, c. 26, s. 19 . Directors and officers and their interests 342.13(1) Subject to subsection (2) and sections 342.14 and 342.15, a corporation may enter into any transaction with a related party of the corporation if the related party is (a) a natural person who is a related party of the corporation by reason only of being (i) a director or an officer of the corporation or of an entity that controls the corporation, or (ii) the spouse, common-law partner, or a child who is less than 18 years of age, of a director or an officer of the corporation or of an entity that controls the corporation; or (b) an entity that is a related party of the corporation by reason only of being an entity (i) in which a director or an officer of the corporation, or the spouse, common-law partner or a child who is less than 18 years of age of such person, has a substantial investment, (ii) that is controlled by a director or an officer of an entity that controls the corporation, or the spouse , common-law partner or a child who is less than 18 years of age of such person, or (iii) that is controlled by an entity in which a director or an officer of the corporation, or the spouse , common-law partner or a child who is less than 18 years of age of such person, has a substantial investment. Loans to full-time officers 342.13(2) A corporation may, with respect to a related party of the corporation referred to in subsection (1) who is a full-time officer of the corporation, make, take an assignment of or otherwise acquire a loan to the related party only if the aggregate principal amount of all outstanding loans to the related party that are held by the corporation and its subsidiaries, together with the principal amount of the proposed loan, does not exceed the greater of twice the annual salary of the related party and $100,000. Exception 342.13(3) Subsection (2) does not apply in respect of (a) loans referred to in clause 342.8(b); and (b) margin loans referred to in section 342.15; and the amount of any such loans to a related party of a corporation shall not be included in determining, for the purposes of subsection (2), the aggregate principal amount of all outstanding loans made by the corporation to the related party. Preferred terms 342.13(4) Notwithstanding section 342.18, a corporation may make a loan, other than a margin loan, to an officer of the corporation on terms and conditions more favourable to the officer than those offered to the public by the corporation if those terms and conditions have been approved by the conduct review committee of the corporation. Preferred terms 342.13(5) Notwithstanding section 342.18, a corporation may make a loan referred to in clause 342.8(b) to the spouse or common-law partner of an officer of the corporation on terms and conditions more favourable to the spouse or common-law partner of that officer than those offered to the public by the corporation if those terms and conditions have been approved by the conduct review committee of the corporation. Preferred terms 342.13(6) Notwithstanding section 342.18, a corporation may offer financial services, other than loans or guarantees, to an officer of the corporation, or to the spouse, common-law partner or a child who is less than 18 years of age of an officer of the corporation, on terms and conditions more favourable than those offered to the public by the corporation where (a) the financial services are offered by the corporation to employees of the corporation on such favourable terms and conditions; and (b) the approval of the conduct review committee of the corporation has been obtained. S.M. 1997, c. 26, s. 19 ; S.M. 2002, c. 24, s. 15 . Board approval required 342.14(1) Except with the concurrence of at least two thirds of the directors present at a meeting of the board of directors of the corporation, a corporation shall not, with respect to a related party of the corporation referred to in subsection 342.13(1), (a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 342.15; (b) make a guarantee on behalf of the related party; or (c) make an investment in the securities of the related party; if, immediately following the transaction, the aggregate of (d) the principal amount of all outstanding loans to the related party that are held by the corporation and its subsidiaries, other than (i) loans referred to in clause 342.8(b), and (ii) where the related party is a full-time officer of the corporation, loans to the related party that are permitted by subsection 342.13(2); (e) the sum of all outstanding amounts guaranteed by the corporation and its subsidiaries on behalf of the related party; and (f) where the related party is an entity, the book value of all investments by the corporation and its subsidiaries in the securities of the entity would exceed 2% of the regulatory capital of the corporation. Limit on transactions with directors and officers 342.14(2) A corporation shall not, with respect to a related party of the corporation referred to in subsection 342.13(1), (a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 342.15; (b) make a guarantee on behalf of the related party; or (c) make an investment in the securities of the related party; if, immediately following the transaction, the aggregate of (d) the principal amount of all outstanding loans to all related parties of the corporation referred to in subsection 342.13(1) that are held by the corporation and its subsidiaries, other than (i) loans referred to in section 342.8, and (ii) loans permitted by subsection 342.13(2); (e) the sum of all outstanding amounts guaranteed by the corporation and its subsidiaries on behalf of all related parties of the corporation referred to in subsection 342.13(1); and (f) the book value of all investments by the corporation and its subsidiaries in the securities of all entities that are related parties of the corporation referred to in subsection 342.13(1); would exceed 50% of the regulatory capital of the corporation. Exclusion of nominal value transactions 342.14(3) Loans, guarantees and investments that are referred to in section 342.7 shall not be included in calculating the aggregate of loans, guarantees and investments referred to in subsections (1) and (2). S.M. 1997, c. 26, s. 19 . Margin loans 342.15 The Director may establish terms and conditions with respect to the making by a corporation of margin loans to any director or officer of the corporation. S.M. 1997, c. 26, s. 19 . Exemption by order 342.16(1) Corporation may enter into a transaction with a related party of the corporation if the minister, by order, on the advice of the Director, has exempted the transaction from the provisions of section 342.6. Order may contain condition or limitation 342.16(2) An order made by the minister under subsection (1) may contain any condition or limitation the minister considers appropriate. Conditions for order 342.16(3) The minister shall not make an order referred to in subsection (1) unless the minister is satisfied that the decision of the corporation to enter into the transaction has not been and is not likely to be influenced in any significant way by a related party of the corporation and does not involve in any significant way the interests of a related party of the corporation. S.M. 1997, c. 26, s. 19 . Prescribed transactions 342.17 A corporation may enter into a transaction with a related party of the corporation if the transaction is a prescribed transaction or one of a class of prescribed transactions. S.M. 1997, c. 26, s. 19 . Definition 342.18(1) In this section, "market terms and conditions" means (a) in respect of a service or a loan facility or a deposit facility offered to the public by the corporation in the ordinary course of business, terms and conditions that are no more or less favourable than those offered to the public by the corporation in the ordinary course of business; and (b) in respect of any other transaction, terms and conditions, including those relating to price, rent or interest rate, that might reasonably be expected to apply in a similar transaction in an open market under conditions requisite to a fair transaction between parties who are at arm's length and acting prudently, knowledgeably and willingly. Market terms and conditions 342.18(2) Except as provided in subsections 342.13(4) to (6), any transaction entered into with a related party of the corporation shall be on terms and conditions that are at least as favourable to the corporation as market terms and conditions. S.M. 1997, c. 26, s. 19 . Pre-approval by conduct review committee 342.19(1) No corporation shall enter into any transaction permitted by this Division, except as provided in subsections 342.13(4) to (6), unless the conduct review committee of the corporation is satisfied that the transaction is on terms and conditions at least as favourable to the corporation as market terms and conditions, within the meaning of section 342.18, and has approved the transaction. General arrangements 342.19(2) Nothing in this section precludes the conduct review committee of a corporation from approving a general arrangement covering a number or series of transactions of a similar type or nature that may be entered into or made during the term of the arrangement. Annual review 342.19(3) An arrangement that is approved under subsection (2) shall be reviewed by the conduct review committee at least once a year during the term of the arrangement. Exception 342.19(4) The approval of the conduct review committee under this section need not be obtained in respect of (a) transactions in respect of which subsection 342.14(1) applies; (b) transactions entered into pursuant to section 342.7; and (c) such transactions as are prescribed to be exempted from the requirements of this section. S.M. 1997, c. 26, s. 19 . Subsequent transactions 342.20 No corporation shall enter into any transaction, other than a transaction referred to in clause 342.19(4)⁠(b) or (c), with any person who has ceased to be a related party of the corporation during the period of 12 months after the date on which the person ceased to be a related party of the corporation, unless the conduct review committee of the corporation is satisfied that the transaction is on terms and conditions at least as favourable to the corporation as market terms and conditions, within the meaning of section 342.18, and has approved the transaction. S.M. 1997, c. 26, s. 19 . Corporation obligation 342.21(1) Where, in respect of any proposed transaction permitted by this Division, other than those referred to in section 342.7, a corporation has reason to believe that the other party to the transaction is a related party of the corporation, the corporation shall take all reasonable steps to obtain from the other party full disclosure, in writing, of any interest or relationship, direct or indirect, that would make the other party a related party of the corporation. Reliance on information 342.21(2) A corporation and any person who is a director or an officer, employee or agent of the corporation may rely on any information contained in any disclosure received by the corporation pursuant to subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of such a disclosure and no action lies against the corporation or any such person for anything done or omitted in good faith in reliance on any such information. S.M. 1997, c. 26, s. 19 . Notice to Director 342.22 Where a corporation has entered into a transaction that the corporation is prohibited from entering into by this Division or where a corporation has entered into a transaction for which approval is required under subsection 342.14(1) or 342.19(1) or section 342.20 without having obtained the approval, the corporation shall, on becoming aware of that fact, forthwith notify the Director. S.M. 1997, c. 26, s. 19 . Voidable contracts 342.23(1) Where a corporation enters into a transaction that it is prohibited from entering into by this Division, the corporation or the Director may apply to a court for an order setting aside the transaction and directing that the related party of the corporation involved in the transaction account to the corporation for any profit or gain realized. Court order 342.23(2) On an application to a court under subsection (1), the court may make such order as it thinks fit, including an order for compensation for any loss or damage incurred by the corporation. Time limit 342.23(3) An application under subsection (1) in respect of a particular transaction may only be made within the period of three months following the day the notice referred to in section 342.22 in respect of the transaction is given to the Director. S.M. 1997, c. 26, s. 19 . DIVISION IX SHAREHOLDER RESIDENCE REQUIREMENTS AND RESTRICTIONS Report of transfer of shares 343(1) Where a transfer is proposed of (a) 10% or more of the total outstanding shares of a corporation; or (b) any number of shares of a corporation being less than 10% of the total outstanding shares of the corporation if the corporation has reason to believe that the transfer of those shares would result, directly or indirectly, in the acquisition of majority control of the voting shares of the corporation by any person; the corporation shall deposit with the Director notice of the proposed transfer of shares, including with the notice information concerning the beneficial ownership of the shares after the transfer is effected; and the transfer shall not be entered in the register maintained pursuant to section 46 until the transfer of shares has been approved by the Director. Restriction on voting rights 343(1.1) Where, with respect to any corporation, a person contravenes subsection (1), no person and no entity controlled by that person, shall in person or by proxy, exercise any voting rights attached to the shares of the corporation beneficially owned by the person or any entity controlled by the person but this restriction shall cease to apply in respect of a person (a) when the shares to which the contravention relates have been disposed of; or (b) when the Director, upon receiving the notice and information referred to in subsection 343(1) whether before or after the transfer is recorded in the register, approves the transfer of the shares. Aggregate transfers 343(2) A series of transfers of shares within any period of three months to any one person that in the aggregate totals 10% or more of the issued shares of a corporation is a transfer of those shares within the meaning of subsection (1). Report of allotment and issue 343(3) The restrictions imposed by subsections (1) and (2) apply similarly to the allotment and issue of shares. S.M. 1997, c. 26, s. 20 ; S.M. 2008, c. 42, s. 14 . Definitions 344(1) In this section, and in section 345 to 349, "company" includes an association, partnership, body corporate or other organization; (« compagnie ») "entered" or "entry" means entered or entry, as the case may be, in the registers required to be maintained under sections 20 and 46; (« inscrit » ou « inscription ») "non-resident" means (a) an individual who is not ordinarily resident in Canada, or (b) a company incorporated, formed or otherwise organized elsewhere than in Canada, or (c) a company that is controlled directly or indirectly by non-residents as defined in subclause (a) or (b), or (d) a trust established by a non-resident as defined in subclause (a), (b) or (c), or a trust in which non-residents as defined in those subclauses have more than 50% of the beneficial interest, or (e) a company that is controlled, directly or indirectly, by a trust as defined in subclause (d); (« non-résidents ») "resident" means an individual, company or trust that is not a non-resident. (« résident ») Associated shareholders 344(2) For the purposes of sections 345 to 349, a shareholder is deemed to be associated with another shareholder if (a) one shareholder is a company of which the other shareholder is an officer or director; or (b) one shareholder is a partnership of which the other shareholder is a partner; or (c) one shareholder is a company that is controlled, directly or indirectly, by the other shareholder; or (d) both shareholders are companies and one shareholder is controlled, directly or indirectly, by the same individual or company that controls, directly or indirectly, the other shareholder; or (e) both shareholders are members of a voting trust where the trust relates to shares of a corporation; or (f) both shareholders are associated within the meaning of clauses (a) to (e) with the same shareholder. Shares held jointly 344(3) For the purposes of sections 345 to 349, where a share of the capital of a corporation is held jointly and one or more of the joint holders is a non-resident, the share is deemed to be held by a non-resident. S.M. 2008, c. 42, s. 14 . Limit on shares held by non-residents 345(1) The directors of a corporation shall refuse to permit the entry of a transfer of any share of the capital of the corporation to a non-resident (a) if, when the total number of shares of the capital of the corporation held by non-residents exceeds 25% of the total number of issued and outstanding shares of the corporation, that entry would increase the percentage of shares held by non-residents; or (b) if, when the total number of shares of the capital of the corporation held by non-residents is 25% or less of the total number of issued and outstanding shares of the corporation, that entry would cause the total number of shares held by non-residents to exceed 25% of the total number of issued and outstanding shares of the corporation; or (c) if, when the total number of shares of the capital of the corporation held by the non-resident and by other shareholders associated with him, if any, exceeds 10% of the total number of issued and outstanding shares of the corporation, that entry would increase the percentage of shares held by the non-resident and by the other shareholders associated with him, if any; or (d) if, when the total number of shares of the capital of the corporation held by the non-resident and by other shareholders associated with him, if any, is 10% or less of the total number of issued and outstanding shares of the corporation, that entry would cause the number of shares held by the non-resident and by the other shareholders associated with him, if any, to exceed 10% of the issued and outstanding shares of the corporation. Exception 345(2) Notwithstanding subsection (1), the directors of a corporation may permit the entry of a transfer of any share of the capital of the corporation to a non-resident when it is shown to the directors on evidence satisfactory to them that the share was, prior to June 18, 1971, held in the right of or for the use or benefit of the non-resident. Allotment to non-resident 345(3) The directors of a corporation shall not allot, or permit the allotment of, any shares of the capital of the corporation to a non-resident in circumstances where, if the allotment were a transfer, the entry thereof would be required, under subsection (1), to be refused by the directors. Penalty 345(4) Default in complying with this section does not affect the validity of a transfer or allotment of a share of the capital of the corporation that has been entered, but every director or officer who knowingly authorizes or permits the default is guilty of an offence and is liable, on summary conviction, to a fine of not more than $5,000. or to imprisonment for a term of not more than one year, or both. Voting by non-residents 346(1) A non-resident shall not exercise the voting rights attached to shares of a corporation unless he is entered as a shareholder in respect of the shares. Voting rights of nominees suspended 346(2) Where a resident holds shares of the capital of a corporation in the right of or for the use or benefit of a non-resident and in respect of which the non-resident is not entered as the holder, the resident shall not, either in person or by proxy or by a voting trust, exercise the voting rights pertaining to those shares. Change of status while entered 346(3) Where a resident becomes a non-resident while entered as a shareholder, and the number of shares entered as owned by that shareholder, together with those entered as owned by other non-residents, exceed the limit set out in section 345, the shareholder shall not exercise, directly, by proxy or by a voting trust, any voting rights in respect of the shares that exceed that limit. Voting rights where associated shareholders 346(4) Notwithstanding subsections (1), (2) and (3), where any shares of the capital of a corporation are held in the name of or for the use or benefit of a non-resident, other than shares in respect of which the non-resident was entered before this section comes into force or is entered under subsection 345(2), no person shall, either directly or as proxy or by a voting trust, exercise the voting rights pertaining to those shares, if the total thereof together with any shares held in the name or right of or for the use or benefit of, (a) any shareholders associated with the non-resident; or (b) any person who would, under subsection 344(2), be deemed to be associated with the non-resident were such person and the non-resident themselves shareholders; exceed in number 10% of the issued and outstanding shares of the corporation. Penalty 346(5) Every person who knowingly contravenes this section is guilty of an offence and is liable, on summary conviction, to a fine of not more than $5,000. or to imprisonment for a term of not more than one year, or both. Effect of contravention 346(6) If any provision of this section is contravened at a general meeting of the corporation, no proceeding, matter or thing at that meeting is void by reason only of the contravention, but is voidable at the option of the shareholders by a resolution passed at a special general meeting of the corporation at any time within one year from the day of commencement of the general meeting at which the contravention occurred. By-laws and resolutions 347(1) The directors of a corporation may pass such resolutions or by-laws as they consider necessary to carry out the intent of sections 345 and 346 and, in particular but without restricting the generality of the foregoing, may pass resolutions or by-laws (a) requiring any person holding a share of the capital of the corporation to submit a written declaration as to (i) the ownership of the share, (ii) the place in which the shareholder and any person for whose use or benefit the share is held are ordinarily resident, (iii) whether the shareholder is associated with any other shareholder, and (iv) such other matters as the directors consider relevant for the purposes of those sections; (b) prescribing the time and manner of submission of the declaration described in clause (a); and (c) requiring any person desiring to have a transfer of a share to him entered, to submit the same declaration as may be required under this section in the case of a shareholder. Where declaration required 347(2) Where, by or under any by-law or resolution made under subsection (1), a declaration is required to be submitted in respect of the transfer of a share, the directors may refuse to permit the entry of the transfer until the required declaration is completed and submitted. Penalty 347(3) Any person who makes a wilfully false or deceptive statement in a declaration required by a by-law or resolution made under subsection (1) is guilty of an offence and is liable, on summary conviction, to a fine of not more than $5,000. or to imprisonment for a term of not more than one year, or both. Liability of directors 348 In determining, for the purposes of sections 344 to 347, whether a person is a resident or non-resident, by whom a corporation is controlled or any other circumstances relevant to the performance of their duties under those sections, the directors of the corporation may rely upon any statement made in a declaration submitted under section 347, or upon their own knowledge of the circumstances; and the directors are not liable in any action for anything done or omitted by them in good faith on the basis of that statement or knowledge. DIVISION X EXAMINATION OF CORPORATIONS Examination and report by Director 349(1) The Director shall visit personally or cause a duly qualified member of his or her staff or a duly qualified agent to visit, at least once in each year, the registered office in Manitoba of each corporation to which this Part applies, and examine carefully the statements of the condition and affairs of the corporation, and report thereon to the minister as to all matters requiring his or her attention and decision. Inspection of books 349(2) In addition to the statement and return required under section 121 for the purpose of an examination under subsection (1), the corporation and its subsidiaries shall within 60 days of its fiscal year end prepare and submit to the Director or person conducting the examination statements with respect to the business, finances or other affairs of the corporation and its subsidiaries required by the Director or person conducting the examination, and the officers, agents, and servants of the corporation and its subsidiaries shall cause their books to be open for inspection and shall otherwise facilitate the examination so far as it is within their power. 349(3) [Repealed] S.M. 1997, c. 26, s. 22 . Examination under oath 349(4) The Director, or some person appointed by him or her for the purpose, may examine under oath the officers, agents and employees of the corporation and its subsidiaries for the purpose of obtaining any information he or she considers necessary for the purpose of the examination, audit or inspection. 349(5) [Repealed] S.M. 1997, c. 26, s. 22 . S.M. 1993, c. 18, s. 10 ; S.M. 1997, c. 26, s. 22 . Examination by Director 349.1 The Director, or a person designated by the Director, (a) may at any reasonable time examine any books, vouchers, securities and documents of or in the possession of a corporation or extra-provincial corporation with a business authorization or any of its subsidiaries relating to its business, wherever situated; and (b) may require the directors, officers and auditor of a corporation or extra-provincial corporation with a business authorization to provide information and explanations, to the extent that they are reasonably able to do so, in respect of the condition and affairs of the corporation or its subsidiaries. S.M. 1997, c. 26, s. 23 . Director's direction to corporation 349.2(1) Where, in the opinion of the Director, a corporation or an extra-provincial corporation, or a person with respect to it, is committing, or is about to commit, an act that is an unsafe or unsound practice in conducting the business of the corporation or extra-provincial corporation, or is pursuing or is about to pursue any course of conduct that is an unsafe or unsound practice in conducting the business of the corporation or extra-provincial corporation, the Director may direct the corporation, extra-provincial corporation or person to (a) cease or refrain from committing the act or pursuing the course of conduct; and (b) perform such acts as in the opinion of the Director are necessary to remedy the situation. Opportunity for representations 349.2(2) Subject to subsection (3), no direction shall be issued to a corporation, extra-provincial corporation or person under subsection (1) unless the corporation, extra-provincial corporation or person is provided with a reasonable opportunity to make representations in respect of the matter. Temporary direction 349.2(3) Where, in the opinion of the Director, the length of time required for representations to be made under subsection (2) might be prejudicial to the public interest, the Director may make a temporary direction with respect to the matters referred to in clauses (1)⁠(a) and (b) having effect for a period of not more than 15 days. Continuation of temporary direction 349.2(4) Subject to subsection (5), a temporary direction under subsection (3) continues to have effect after the expiration of the 15 day period referred to in that subsection if no representations are made to the Director within that period or, if representations have been made, the Director notifies the corporation, extra-provincial corporation or person that the Director is not satisfied that there are sufficient grounds for revoking the direction. Appeal from Director's decision 349.2(5) A corporation, extra-provincial corporation or person in respect of which or to whom a direction has been issued under subsection (1) or (3) may, by notice in writing served on the minister and the Director not later than (a) 15 days after the date of the direction; or (b) in the case of a temporary direction that is continued pursuant to subsection (4), 30 days after the date of the direction; appeal the matter to the minister, and on any such appeal, the minister may allow or dismiss the appeal or make such other order as he or she considers appropriate in the circumstances. No stay on appeal 349.2(6) A direction or temporary direction shall not be stayed by an appeal under subsection (5) without the consent in writing of the Director. S.M. 1997, c. 26, s. 23 . 350 [Repealed] S.M. 1997, c. 26, s. 24 . Report to minister 351(1) Where the Director is of the opinion (a) that a corporation is in violation of subsections 336(7) to (13); (b) that any asset appearing on the books or records of a corporation or held in trust by or under the administration of the corporation is not satisfactorily accounted for; (c) that a corporation has failed to pay any liability that has become due and payable, or will not be able to pay its liabilities as they become due and payable, or, the assets of a corporation are not sufficient, having regard to all the circumstances, to give adequate protection to persons who have been issued securities of the corporation, or who have entrusted money to the corporation for investment the repayment of which is guaranteed by the corporation, or to creditors of the corporation; (d) that there exists any other state of affairs within a corporation that is or may be materially prejudicial to persons who have been issued securities of the corporation, or who have entrusted money to the corporation for investment the repayment of which is guaranteed by the corporation, or to creditors of the corporation; or (e) a corporation with a business authorization, or a person who is a shareholder, director, officer, employee or agent of the corporation, has failed to comply with a direction issued to the corporation or the person under subsection 349.2(1) or (3); he or she shall so report to the minister. Remedial powers of minister 351(2) Where the minister, after due consideration and after a reasonable opportunity has been provided to a corporation or a person to make representations, believes that any circumstances described in subsection (1) exist, the minister may (a) fix a time within which the corporation or the person, as the case may be, must (i) correct the non-compliance referred to in clause (1)⁠(d), (ii) produce satisfactory accounts, (iii) make good the deficiency of assets referred to in clause (1)⁠(a) or (b), or (iv) cease the practice or remedy the state of affairs; or (b) direct the Director to take control of the corporation. Immediate order 351(3) Where, in the opinion of the minister, the length of time required for representations to be made under subsection (2) might be prejudicial to the public interest, the minister may make an immediate direction with respect to the matters referred to in subsection (2). Direction to Director to take control 351(4) On the failure of a corporation or a person to (a) correct the non-compliance; (b) produce satisfactory accounts; (c) make good the deficiency of assets; or (d) cease the practice or remedy the state of affairs; within the time that may have been fixed pursuant to clause (2)⁠(a) or any extension thereof subsequently given by the minister, the minister may direct the Director to take control of the corporation. Appointment of appraisers 351(5) For the purpose of carrying out this section, the minister may appoint such persons as the minister considers necessary to appraise and report on the condition of the corporation and its ability to meet its obligations and guarantees, and the remuneration of any person so appointed shall be fixed by the minister and included in the expenditure assessed against the corporation under subsection 354(3) or (4). S.M. 1993, c. 18, s. 11 ; S.M. 1997, c. 26, s. 25 . Effect of Director's control 352(1) Where the Director has control of a corporation under section 351, (a) the corporation shall not make, acquire or transfer any loan or make any purchase, sale or exchange of securities or any disbursement or transfer of cash of any kind without the prior approval of the Director or a representative designated by him or her; (b) no director, officer or employee of the corporation shall have access to any cash or securities held by or under the administration of the corporation unless (i) a representative of the Director accompanies the director, officer or employee, or (ii) the access is previously authorized by the Director or the Director's representative; and (c) expenses incurred by the Director in having control of the corporation shall be included in the expenditure assessed against the corporation under subsection 354(4). Objectives of Director 352(1.1) Where the Director has control of a corporation under section 351, he or she may do all things necessary or expedient to protect the rights and interests of the creditors of the corporation or the beneficiaries of any trust under the administration of the corporation. Powers of directors and officers suspended 352(1.2) Where the Director has control of a corporation under section 351, the powers, duties, functions, rights and privileges of the directors and officers of the corporation responsible for its management are suspended. Director to manage corporation 352(1.3) Where the Director has control of a corporation under section 351, the Director shall manage the business and affairs of the corporation, and in so doing, the Director (a) may perform any of the duties and functions that the persons referred to in subsection (1.2) were performing prior to the taking of control; and (b) has and may exercise any power, right or privilege that any such person had or could have exercised prior to the taking of control. Not liable as director 352(1.4) Where the Director has control of a corporation, neither the Director nor the minister is a director of the corporation and neither is liable as a director of the corporation. Application to court 352(2) While the Director has control of a corporation under section 351, the minister may apply to the court for an order for the liquidation of the corporation. Persons to assist 352(3) Where the Director has control of a corporation under section 351, he or she may appoint one or more persons to manage and operate the business of the corporation and (a) each person so appointed is a representative of the Director; and (b) the remuneration of any persons appointed under clause (a) shall be fixed by the Director and shall be included, together with any other expenses incurred by the Director in the management of the corporation, in the expenditure assessed against the corporation under subsection 354(4). S.M. 1997, c. 26, s. 26 . 353 [Repealed] S.M. 1997, c. 26, s. 27 . Revesting control in the corporation 354(1) Where the minister believes that a corporation in the control of the Director meets all the requirements of this Act and that it is otherwise proper for the corporation to resume control of its property and the conduct of its business, he or she may direct the Director to relinquish control of the corporation, subject to such terms and conditions, if any, as the minister thinks fit, and from the date specified in the direction the powers of the Director under section 352 cease. 354(2) [Repealed] S.M. 1997, c. 26, s. 28 . Payment of expenses 354(3) Where the Director relinquishes control of a corporation under subsection (1), the corporation is liable for repayment of all expenses incurred by the Director in accordance with or assessed against the corporation under section 352 and interest in respect thereof on such terms and conditions as may be approved by the Director. Expenses on liquidation 354(4) Where a corporation is liquidated under subsection 352(2) or subsection (2), expenses assessed against the corporation in accordance with section 352, and interest in respect thereof as approved by the Director, constitute a claim against the assets of the corporation that ranks after all other claims but prior to any claim in respect of the subordinated debt and the shares of the corporation. Sales prior to liquidation 354(5) Notwithstanding this section or section 352, the directors of a corporation against whom a seizure, direction or order is made under section 351, 352 or this section, may, at any time before a liquidation order is issued by the court, negotiate for the sale of the assets of the corporation and for the transfer of its liabilities to some other corporation under section 318. S.M. 1997, c. 26, s. 28 . Application to court 354.1(1) Notwithstanding any other provision of this Act, where the Director has control of a corporation under section 351, the minister may apply to the court for an order (a) authorizing some other person to conduct the business of the corporation on the terms and conditions the court considers appropriate; (b) authorizing and directing the sale of the assets of the corporation in whole or in part; (c) appointing an interim or permanent substitute trustee in respect of all or any part of the fiduciary obligations and duties of the corporation; (d) staying any civil proceeding against the corporation while the Director is in control of the corporation; or (e) authorizing or directing any other action the court considers appropriate and in the best interest of the depositors, the persons for whom the corporation acts in a fiduciary capacity, the creditors and the public. Substituted trustee 354.1(2) Where the court makes an order under subsection (1)⁠(c), the fiduciary duties vest in, bind and may be enforced against the substituted trustee as fully and effectually as if the substituted trustee were originally named as trustee. S.M. 1997, c. 26, s. 29 . 355 [Repealed] S.M. 1997, c. 26, s. 30 . Divestment order 356(1) The Director may, by order, direct a corporation to dispose of, within such period as the Director considers reasonable, any loan, investment or interest made or acquired in contravention of this Part. Divestment order — control 356(2) Where, in the opinion of the Director, (a) an investment by a corporation or any entity it controls in shares of a body corporate or in ownership interests in an unincorporated entity enables the corporation to control the body corporate or the unincorporated entity; or (b) the corporation or any entity it controls has entered into an arrangement whereby it or its nominee may veto any proposal put before (i) the board of directors of a body corporate, or (ii) a similar group or committee of an unincorporated entity, or whereby no proposal may be approved except with the consent of the corporation, the entity it controls or the nominee; the Director may, by order, require the corporation, within such period as the Director considers reasonable, to do all things necessary to ensure that the corporation no longer controls the body corporate or unincorporated entity or has the ability to veto or otherwise defeat any proposal referred to in clause (b). Divestment order re undertakings 356(3) Where (a) a corporation (i) fails to provide or obtain within a reasonable time the undertakings referred to in subsection 329.7(1) or (3), or (ii) is in default of an undertaking referred to in subsection 329.7(1) and the default is not remedied within 90 days after the day of receipt by the corporation of a notice from the Director of the default; or (b) a body corporate referred to in subsection 329.7(3) is in default of an undertaking referred to in subsection 329.7(3) and the default is not remedied within 90 days after the day of receipt by the corporation of a notice from the Director of the default; the Director may, by order, require the corporation, within such period as the Director considers reasonable, to do all things necessary to ensure that the corporation no longer has a substantial investment in the body corporate to which the undertaking relates. Exception 356(4) Subsection (2) does not apply in respect of an entity in which a corporation has a substantial investment permitted by this Part. S.M. 1997, c. 26, s. 31 . 357 and 358 [Repealed] S.M. 1997, c. 26, s. 32 . Recovery of costs 359(1) Where an examination of a corporation is made under subsection 349(1), the Director may require the corporation to pay the costs incurred in connection with the examination in accordance with the method specified in the regulations for allocating the costs. Assessment a debt payable to government 359(2) The amount assessed against each corporation under subsection (1) constitutes a debt payable to the government, and shall be payable to the Director on demand, and may be recovered as a debt in the court. S.M. 1997, c. 26, s. 33 . 360(1) [Repealed] S.M. 1997, c. 26, s. 34 .

Agreements 360(2) Notwithstanding anything in this or any other Act of the Legislature, with the approval of the Lieutenant Governor in Council, the minister, for and on behalf of the government, may, from time to time, enter into an agreement with the Government of Canada or the government of a province of Canada under which a designated official of Canada or the province who is responsible for the supervision or examination or both of trust and loan corporations, shall perform specified duties imposed on the Director under this Division. Provision as to remuneration 360(3) Without restricting the generality of subsection (2), an agreement made under that subsection may provide that the remuneration of the Government of Canada or of the government of the other province shall consist of the assessments collected by the designated official under section 359 and the provisions of the agreement in respect of that matter prevail over any statute inconsistent therewith. Regulations respecting agreement 360(4) The Lieutenant Governor in Council may make regulations respecting the carrying into effect of any agreement made under subsection (2), and may authorize the designated official of the government with which the agreement is made to exercise and perform any powers granted to, and the duties imposed upon, the Director under this Division. S.M. 1993, c. 18, s. 12 ; S.M. 1997, c. 26, s. 34 . DIVISION XI BUSINESS AUTHORIZATION Business authorization required 361(1) No corporation or extra-provincial corporation, or person acting on its behalf, shall carry on business in Manitoba unless the corporation or extra-provincial corporation has a business authorization. Offence and penalty 361(2) A corporation or extra-provincial corporation that carries on business in Manitoba (a) without having a business authorization; (b) without complying with any condition imposed on its business authorization; or (c) after having its business authorization revoked or suspended; and every director and officer of the corporation or extra-provincial corporation, and each person acting on its behalf, is guilty of an offence and is liable to a penalty not exceeding $50,000. plus the costs incurred in connection with investigating these circumstances. S.M. 1988-89, c. 11, s. 5 ; S.M. 1993, c. 18, s. 13 ; S.M. 1994, c. 20, s. 3 . Definition of foreign body corporate 361.1(1) In this section, "foreign body corporate" means a body corporate that is incorporated elsewhere than in Canada and carries on the business of a trust corporation or borrows money from the public in the form of deposits for the purpose of making loans or investments. Prohibition on carrying on business 361.1(2) No foreign body corporate shall carry on business in Manitoba. Offence and penalty 361.1(3) A foreign body corporate that carries on business in Manitoba in contravention of subsection (2) and every director and officer of the foreign body corporate, and each person acting on its behalf, is guilty of an offence and is liable to a penalty of not more than $50,000. plus the costs incurred in connection with investigating these circumstances. S.M. 1997, c. 26, s. 35 . 362 [Renumbered as section 376] S.M. 1993, c. 18, s. 14 . Application for business authorization 363(1) A corporation or extra-provincial corporation may apply for a business authorization as a trust corporation, loan corporation, extra-provincial trust corporation or extra-provincial loan corporation. Change of business authorization 363(2) A corporation or extra-provincial corporation with a business authorization may apply to amend its business authorization by changing it to that of a trust corporation, loan corporation, extra-provincial trust corporation or extra-provincial loan corporation. Amendment to business authorization 363(3) A corporation or extra-provincial corporation with a business authorization may apply to amend any condition imposed on its business authorization. Change of name or jurisdiction 363(4) Where a corporation with a business authorization changes its name, or where an extra-provincial corporation with a business authorization changes its name or jurisdiction of incorporation, the corporation or extra-provincial corporation shall apply to amend its business authorization within seven days after the effective date of the change. Amalgamation 363(5) Where two or more corporations each with a business authorization propose to amalgamate and continue as one corporation under sections 179 and 319, those corporations shall apply to amend their business authorizations when their articles of amalgamation are sent to the Director. Continuance 363(6) Where an extra-provincial corporation with a business authorization proposes to continue as a corporation under section 181, the extra-provincial corporation shall apply to amend its business authorization when its articles of continuation are sent to the Director. Discontinuance 363(7) Where a corporation with a business authorization proposes to continue in another jurisdiction under section 182, the corporation shall apply to amend its business authorization when it requests the prior consent of the minister to the continuance, unless the corporation has ceased to carry on business in Manitoba. S.M. 1993, c. 18, s. 15 . Form and filing of application 364(1) An application to obtain or amend a business authorization shall be made in the prescribed form and shall be filed with the Director accompanied by (a) any other documents and information specified by the form; (b) the consent and resolution referred to in subsection 365(3); and (c) the prescribed fee. Additional information 364(2) On receipt of an application to obtain or amend a business authorization, the Director may require the applicant to provide any information the Director considers necessary in addition to that specified by the prescribed form. S.M. 1993, c. 18, s. 15 . Examination of extra-provincial corporation 365(1) The Director may make or cause to be made an examination of the business, finance and other affairs of an extra-provincial corporation in order to be satisfied that it is in compliance with this Act and in sound financial condition. Place of examination 365(2) Where the Director makes or causes to be made an examination of an extra-provincial corporation under this section, or of a corporation under section 349, the examination may be made at its head office or at any of its offices, branches or subsidiaries, wherever located, at any time. Consent to examination 365(3) An application to obtain or amend a business authorization shall be accompanied by (a) a consent in writing that (i) permits the Director, or any official acting under an agreement under subsection 360(2), or any person appointed by the Director, to make or cause to be made the examination referred to in this section or in section 349, and (ii) is signed by the proper officers of the corporation or extra-provincial corporation; and (b) a certified copy of the resolution of the board of directors of the corporation or extra-provincial corporation that authorizes the consent. Costs of examination 365(4) Where an examination of an extra-provincial corporation under this section is made at any office, branch or subsidiary located outside Manitoba, the Director may require the extra-provincial corporation to pay the costs incurred in connection with the examination. S.M. 1993, c. 18, s. 15 ; S.M. 1997, c. 26, s. 36 . Approval of application 366(1) On receipt of an application to obtain or amend a business authorization, the Director shall, subject to subsection (3), reject the application in any of the circumstances set out in subsection (2) and the Director may, in any other case, (a) issue a business authorization; (b) amend a business authorization; or (c) amend any condition imposed on a business authorization. Rejection of application 366(2) Subject to subsection (3), the Director shall reject an application to obtain or amend a business authorization where (a) the Director is not satisfied that the applicant has an adequate capital base; (b) if the applicant proposes to accept deposits in the course of carrying on its business, the applicant is not a member of the Canada Deposit Insurance Corporation; (c) if the applicant is an extra-provincial corporation, the applicant is not licensed, registered or authorized to carry on the business of a trust corporation or loan corporation in its jurisdiction of incorporation, or the applicant is not authorized by its jurisdiction of incorporation to carry on business in other jurisdictions; (d) the applicant is not a trust corporation, loan corporation, extra-provincial trust corporation or extra-provincial loan corporation; (e) the Director is not satisfied that (i) the proposed plan of operations for the future conduct and development of the business of the applicant is sound and feasible, (ii) the applicant will be operated in a responsible manner by persons who have the character, competence and experience suitable for involvement in the operation of a financial institution, or (iii) the applicant intends to offer to the public, within a reasonable time after its business authorization is issued, the services set out in the application and the applicant has the capability to provide such services; or (f) the Director is not satisfied as to the adequacy of any information received with or in support of the application. Conditional approval 366(3) In the case of any circumstance set out in clause (2)⁠(a), (b) or (e), the Director may, instead of rejecting an application to obtain or amend a business authorization, issue or amend the business authorization, subject to any conditions the Director considers appropriate. Conditional approval by consent 366(4) At the request or with the consent of a corporation or extra-provincial corporation with a business authorization, the Director may (a) impose any conditions on the business authorization in addition to any conditions imposed under subsection (3); or (b) revoke or suspend the business authorization subject to any conditions the Director considers appropriate. S.M. 1993, c. 18, s. 15 . Issuing of business authorization 367(1) No corporation shall be issued a business authorization later than one year after the date shown in the certificate of incorporation of the corporation or later than any further period not exceeding one year as the Director permits before the expiration of the first year. Rights cease 367(2) A corporation that has not been issued a business authorization within the period referred to in subsection (1) shall cease to exist except for the purpose of winding up its affairs and returning to its subscribers the amounts paid by them upon the subscribed capital or so much thereof as they are entitled to have returned. S.M. 1993, c. 18, s. 15 . Application on amalgamation 368(1) Where an extra-provincial corporation with a business authorization amalgamates with (a) one or more extra-provincial corporations with or without business authorizations; or (b) one or more bodies corporate incorporated outside of Manitoba; and continues as an extra-provincial corporation, the amalgamated extra-provincial corporation shall apply for a business authorization within seven days after the effective date of the amalgamation. Application pending 368(2) Where an amalgamated extra-provincial corporation has filed an application for a business authorization, the corporation may carry on business in Manitoba under the business authorization of one of the amalgamating corporations, as the Director permits, until the application has been approved or rejected. Application rejected 368(3) Where an amalgamated extra-provincial corporation has filed an application for a business authorization and the application has been rejected, the corporation may carry on business in Manitoba, and shall continue to be liable, to the extent provided by subsections 370(6), (8) and (9). S.M. 1993, c. 18, s. 15 ; S.M. 1994, c. 20, s. 3 . Previous licence 369(1) A corporation that was licensed under Part XXIV immediately before the coming into force of this Division shall be deemed to have filed an application for a business authorization and the Director shall issue a business authorization to the corporation for the same type of business that was permitted by its licence, subject to any conditions that were imposed on that licence. Previous registration 369(2) An extra-provincial trust or extra-provincial loan corporation that was registered under Part XVI immediately before the coming into force of this Division shall be deemed to be issued a business authorization under this Division as an extra-provincial trust corporation or extra-provincial loan corporation and shall file an application for a business authorization within four months after the coming into force of this Division. Change of business authorization 369(3) If the Director is satisfied that, had an extra-provincial corporation to which subsection (2) applies been required to make an application for a business authorization, he or she would not have approved the application except as provided in subsection 366(3), the Director may, by order, (a) change the business authorization of the extra-provincial corporation from that of an extra-provincial trust corporation to that of an extra-provincial loan corporation or vice versa; or (b) impose any conditions on its business authorization. Notice 369(4) The Director shall not make an order under subsection (3) unless, within one year after the coming into force of this section, the Director gives the extra-provincial corporation notice of the intention to make the order. Hearing 369(5) After receiving notice under subsection (4), the extra-provincial corporation may make representations to the Director within 15 days after the date of the notice or within such further period as the Director permits. S.M. 1993, c. 18, s. 15 . Revocation or suspension of business authorization 370(1) The Director may revoke or suspend the business authorization of a corporation or extra-provincial corporation or impose any conditions on its business authorization (a) for any reason for which the Director may or shall reject an application for a business authorization; (b) where the Director is satisfied that the corporation or extra-provincial corporation has made a material error in its application for a business authorization; (c) where the corporation or extra-provincial corporation has contravened or failed to comply with any provision of (i) an order of the Director, (ii) a condition imposed on its business authorization, (iii) this Act or the regulations, or (iv) a law of any jurisdiction in Canada in which the corporation or extra-provincial corporation carries on business; (d) where the authority of the corporation or extra-provincial corporation to carry on business has been cancelled or suspended or any conditions have been imposed on its authority to carry on business under a law of Canada or of any province or territory of Canada; (e) where grounds exist for the possession and control by the Director of the assets of the corporation or extra-provincial corporation; (f) where the corporation or extra-provincial corporation has ceased to carry on business in Manitoba or has ceased to carry on in Manitoba any kind of business that it is authorized to carry on; or (g) for any other prescribed reason. Mandatory revocation or suspension 370(2) The Director shall revoke or suspend the business authorization of an extra-provincial corporation where the authority of the extra-provincial corporation to carry on business has been cancelled or suspended under a law of its jurisdiction of incorporation. Mandatory conditions 370(3) The Director shall impose any conditions on the business authorization of an extra-provincial corporation the Director considers appropriate where any conditions have been imposed on its authority to carry on business under a law of its jurisdiction of incorporation. Notice of revocation or suspension 370(4) The Director shall not revoke or suspend a business authorization under subsection (1) unless the Director gives the corporation or extra-provincial corporation notice of the intention to revoke or suspend its business authorization. Representations 370(5) After receiving notice under subsection (4), the corporation or extra-provincial corporation may make representations to the Director within 15 days after the date of the notice. Cessation of business on revocation 370(6) Where the business authorization of a corporation or extra-provincial corporation is revoked, the corporation or extra-provincial corporation shall cease to carry on business in Manitoba except for the purpose of winding up its business in Manitoba. Cessation of business on suspension 370(7) Where the business authorization of a corporation or extra-provincial corporation is suspended, the corporation or extra-provincial corporation shall cease to carry on business in Manitoba in accordance with any conditions set out in the suspension. Liability continues 370(8) The revocation or suspension of the business authorization of a corporation or extra-provincial corporation does not affect the liability of the corporation or extra-provincial corporation or its successors for its debts or liabilities, and any action to recover them, any action to which the corporation or extra-provincial corporation is a necessary party or any proceedings to realize upon its assets may be commenced against the corporation or extra-provincial corporation or its successors. Liability of directors continue 370(9) Where the business authorization of a corporation or extra-provincial corporation is revoked or suspended, the liability of every director and officer of the corporation or extra-provincial corporation, and each person acting on its behalf, continues and may be enforced as if that business authorization had not been revoked or suspended. Discretion of Director 370(10) The Director may (a) cancel any condition imposed on a business authorization under this section; or (b) reinstate a business authorization that was revoked or suspended, subject to any conditions the Director considers appropriate. S.M. 1993, c. 18, s. 15 ; S.M. 1997, c. 26, s. 37 . Right of appeal 371(1) Subject to subsection (3), where a corporation or extra-provincial corporation files an application to obtain or amend a business authorization and the Director under subsection 366(1), (2) or (3) (a) rejects the application; (b) amends the business authorization; (c) imposes any condition on the business authorization; or (d) amends any condition imposed on the business authorization; the corporation or extra-provincial corporation has the right of appeal to the Lieutenant Governor in Council against the decision of the Director and the decision of the Lieutenant Governor in Council on the appeal is final. Application to court 371(2) Subject to subsection (3), where (a) a corporation has a business authorization and the Director under subsection 370(1) revokes or suspends it or imposes any conditions on it; or (b) an extra-provincial corporation has a business authorization and the Director (i) under subsection 369(3) changes its business authorization or imposes any conditions on it, or (ii) under subsection 370(1) revokes or suspends its business authorization or imposes any conditions on it; the corporation or extra-provincial corporation may apply to the court for an order requiring the Director to change his or her decision and upon the application the court may make any order it thinks fit. Exceptions 371(3) The decision of the Director is final where (a) in the case of subsection (1), the decision is based on any matter set out in clause 366(2)⁠(b), (c) or (d); or (b) in the case of subsection (2), the decision is made under subsection 370(2) or (3). S.M. 1993, c. 18, s. 15 . DIVISION XII RETURNS Annual business return 372(1) In addition to the return required under section 121, a corporation or extra-provincial corporation that has a business authorization shall, for each fiscal year of the corporation or extra-provincial corporation, prepare an annual business return in the prescribed form and file the return with the Director within 90 days after the end of the fiscal year to which it relates. Additional information 372(2) The annual business return shall be accompanied by (a) in the case of a corporation, the financial statements and report of the auditor of the corporation for the fiscal year to which the return relates prepared in accordance with subsection 149(1) and the regulations; (b) in the case of an extra-provincial corporation, the financial statements and report of the auditor of the extra-provincial corporation for the fiscal year to which the return relates that were provided or were required to be provided to a Minister of the Crown or a government official or agency under trust or loan corporation legislation governing the extra-provincial corporation in its jurisdiction of incorporation; (c) [repealed] S.M. 1997, c. 26, s. 38 ; (d) any other prescribed documents and information; and (e) the prescribed fee. Late filing fee 372(3) A corporation or extra-provincial corporation that does not file its annual business return within the period specified in subsection (1) shall pay a late filing fee in the prescribed amount in addition to the prescribed fee. S.M. 1993, c. 18, s. 15 ; S.M. 1997, c. 26, s. 38 . Filing of additional information 373 A corporation or extra-provincial corporation that has a business authorization shall provide to the Director any information the Director considers necessary in any form and at any time as he or she considers appropriate. S.M. 1993, c. 18, s. 15 . Filing of financial information 374(1) A corporation or extra-provincial corporation that has a business authorization shall file with the Director a copy of every statement of a financial nature relating to the corporation that is distributed to its shareholders within seven days after the distribution. Filing of corporate documents 374(2) A corporation or extra-provincial corporation that has a business authorization shall file with the Director (a) a copy of any application and supporting documents filed under a law of Canada, of any province other than Manitoba or of any territory of Canada for any change to its instrument of incorporation or registration status and shall also send to the Director a copy of any approval or refusal received in respect of the application within seven days after the filing or receipt, as the case may be; (b) a copy of any change made to its instrument of incorporation or its authority to carry on business in Canada, in any province other than Manitoba or in any territory of Canada within seven days after the effective date of the change; (c) a copy of any agreement with or undertaking given to a regulatory authority of Canada, of any province other than Manitoba or of any territory of Canada in which it carries on business that restricts its business activities or requires it to take specific actions to return to regulatory compliance and the copy shall be filed within seven days after the effective date of the agreement or undertaking; and (d) a copy of any change made to its by-laws within seven days after the effective date of the change. Notice of court order 374(3) A corporation or extra-provincial corporation that has a business authorization shall file with the Director notice of the making of an order by a court or person in Canada, in any province other than Manitoba or in any territory of Canada that is in the nature of an order or direction made under sections 350, 351, 352, 354 and 356 within seven days after the order is made. Notice of change 374(4) A corporation or extra-provincial corporation that has a business authorization shall file with the Director notice of (a) a change in the membership of its board of directors; (b) a change in the address of its head office; (c) a change of its auditor; and (d) a change of its fiscal year; within 15 days after the effective date of the change. S.M. 1993, c. 18, s. 15 ; S.M. 1997, c. 26, s. 39 . Penalty 375(1) A corporation or extra-provincial corporation that, without reasonable cause, fails to comply with (a) an order of the Director; or (b) a requirement to provide any document, information or return to the Director; is guilty of an offence and liable on summary conviction to a fine not exceeding $5,000. Director's liability 375(2) Where a corporation or extra-provincial corporation is guilty of an offence under subsection (1), every director and officer of the corporation or extra-provincial corporation, and each person acting on its behalf, who knowingly authorizes, permits or acquiesces in the failure underlying the offence is guilty of an offence, whether or not the corporation or extra-provincial corporation has been prosecuted or convicted in respect of the offence, and is liable on summary conviction to a fine not exceeding $5,000. or imprisonment for a term not exceeding six months or both. S.M. 1993, c. 18, s. 15 . Commencement 376 Clause 154(1)⁠(b) and subsections 154(2), (3) and (5) come into force on a day fixed by proclamation. S.M. 1993, c. 18, s. 14 . NOTE: Clause 154(1)⁠(b) and subsections 154(2), (3) and (5) were never proclaimed in force and were repealed by S.M. 1997, c. 26, s. 2 .