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. 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. 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. Subject to subsections (2) and (3) and section 3, this Act, except where it is otherwise expressly provided, applies to every corporation. Our goal is to continue to provide service throughout these unusual times. An auditor who becomes disqualified under this section shall, subject to subsection (5), resign forthwith after becoming aware of his disqualification. 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. (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. 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. S.M. (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. 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. S.M. 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. 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. Constraint on addition to a stated capital account, 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. Upon receipt of articles of amalgamation, the Director shall issue a certificate of amalgamation in accordance with section 255. 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. 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). (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. 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. 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. 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. (b) deal with any property of the corporation in his possession or control in a commercially reasonable manner. (b) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate. 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. R.S.M. (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. 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. Previous Page Table of Contents Next Page. (1) or (2), Registration of trust and loan corporations, Restriction on capital employed abrogated, Publication of notice of certificate of registration, Registration of former Manitoba corporation, Estate of minor, mentally incompetent or deceased person, Registration authorizes all previous acts, Effect of business authorization for trust and loan corporations, Application for Supplementary Registration. (iii) to acquire shares of a financial intermediary as defined in the regulations. 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. (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. (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. 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. If an infant exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance is effective against the corporation. A 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. 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. Subsidiary holding shares of a corporation. (b) on payment of a reasonable fee, provide the applicant with an extract of information from the register. 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. 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. A corporation that solicits proxies shall set out the proposal in the management proxy circular required by section 144 or attach the proposal thereto. 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. 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. An audit committee shall review the financial statements of the corporation before they are approved under section 152. 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. (d) a substitute decision maker for property for a registered security holder, who has been appointed under The Vulnerable Persons Living with a Mental Disability Act, and who has the power to exercise such rights on behalf of the registered owner. 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