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. Corporation with or without share capital, 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. (b) sends his dissent by registered mail or delivers it to the registered office of the corporation. A professional attorney, qualified in Corporation law, is an assurance of incorporation filings done properly and may become a trusted advisor for advice and guidance in future business planning and operations. Publication of notice of certificate of registration, The Director shall, in the manner set out in the regulations, publish notice of every. Table of Contents. An auditor who becomes disqualified under this section shall, subject to subsection (5), resign forthwith after becoming aware of his disqualification. (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). (c) make any further order it thinks fit. As part of Manitoba’s commitment to improve corporate transparency and to combat illegal activities such as financial crime, The Business Registration, Supervision and Ownership Transparency Act, 2019 (Part 3 of Bill 22), came into force on January 1, 2020 and amended The Corporations Act (Manitoba) (the “ Act ”). Voting while participating electronically. 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. 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. It is not necessary that all directors elected at a meeting of shareholders hold office for the same term. 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. 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. 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. (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill his office as director, whether because of his resignation or removal or because his term of office has expired or is about to expire. A 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. (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. (c) a person who has the status of a bankrupt. When a body corporate is continued as a corporation under this Act. 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. Subject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire shares issued by it. S.M. Effect of change of shares on number of unissued shares. Trustee may require evidence of compliance. There shall be stated upon the face of each share certificate issued by a corporation. Where Part applies to class of corporation, Non-application of certain provisions to insurers, Corporation not to be given similar name of business or association, Directing change of name of professional corporation, Personal liability in pre-incorporation contracts, Authority of directors, officers and agents, Annexation or amalgamation of municipalities, Offence — preparation and maintenance of register, Offence — recording of false or misleading information, Offence — provision of false or misleading information, Exception for non-arm's length transactions, Limit on addition to a stated capital account, Constraint on addition to a stated capital account, Retained earnings added to stated capital, Amendment of articles when series designated, Subsidiary holding shares of a corporation, Alternative acquisition of corporation's own shares, Stated capital of interconvertible shares, Effect of change of shares on number of unissued shares, Acquisition and reissue of debt obligations, SECURITY CERTIFICATES, REGISTERS AND TRANSFERS, Purchase or payment under Securities Transfer Act, Trustee may require evidence of compliance, Residency when directors are three or fewer, Transacting business without resident quorum, Participation in meeting by electronic means, Validity of acts of directors and officers, Disclosure of interested director contract, Time of disclosure for director or officer, Voting while participating electronically, Auditor's relationship to be disclosed in report, Corporation with or without share capital, Reissue of articles in English or in French, Continued corporation carrying on business in Manitoba, Application to court for approval of arrangement, Failure to comply with subsec. Corporate permit. A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate. Offence — preparation and maintenance of register. 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. 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