EVENTS AND FEES... 2 COMPANIES OFFICE CONTACT INFORMATION... 3 LOGGING ON TO COMPANIES ONLINE...

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1 Table of Contents EVENTS AND FEES... 2 COMPANIES OFFICE CONTACT INFORMATION... 3 LOGGING ON TO COMPANIES ONLINE... 4 Deposit Account Users... 4 Credit Card Account Users... 4 INFORMATION ON ENTITIES... 5 Search for an Entity... 5 View File Summary... 5 Order a Certificate of Status... 5 SAVING A SERVICE REQUEST FOR COMPLETION LATER... 6 RESERVE A NAME... 7 BUSINESS NAME REGISTRATION INCORPORATION (BUSINESS ENTITY) INCORPORATION (NON-PROFIT ENTITY) ANNUAL RETURNS Manitoba Corporations Extra Provincial and Federal Corporations Create a Paper Copy RENEWAL CHANGE OF DIRECTORS/OFFICERS CHANGE A BUSINESS LOCATION CHANGE MAILING ADDRESS CHANGE REGISTERED OFFICE ADDRESS CHANGE SHAREHOLDERS - Manitoba Business Corporations only CHANGE THE NAME OF A MANITOBA CORPORATION VIEW COMPLETED SERVICE REQUESTS (Deposit Account Holders Only) March, 2014 Page 1

2 EVENTS AND FEES The following events are available online: Event Description Fee Annual Returns All corporations incorporated or registered in Manitoba are required to Business Entity - $50.00 Non Profit Entity - $25.00 file an Annual Return yearly. Change Directors/Officers Change the directors and/or officers of a corporation. No Fee Change Mailing Address Change the mailing address of a No Fee corporation or business name. Change of Business Change the business location address of No Fee Location a registered Business Name Change Registered Update the registered office address of a No Fee Office Address corporation. Change Shareholders Update the shareholders of a Manitoba No Fee business corporation. Change the Name of a Manitoba Corporation Change the name of a Manitoba corporation Business Entity - $ Non Profit Entity - $60.00 File summary A report containing the latest information on record for a business or corporation. $3.00 per entity Incorporate a Business File Articles of Incorporation to $ Corporation incorporate a business corporation. Incorporate a Non-Profit File Articles of Incorporation to $ Corporation Order a Certificate of Status Register a Partnership Register a Sole Proprietorship with an Individual Registrant Register a Sole Proprietorship (by another business or corporation) Renewals Reserve a Name incorporate a non profit corporation. A Document that certifies that a business or corporation is registered and is still in existence. Register a business name where there are multiple registrants who are partners. Register a business name when there is one person as the registrant. Register a business name when the sole registrant is another business or corporation. All business names are required to renew their registration every three years. Before an entity can be registered or incorporated, a Request for Name $40.00 $60.00 $60.00 $60.00 $60.00 $45.00 per name March, 2014 Page 2

3 Search by Name/Number Reservation must be filed to determine if the name chosen is available. Perform a search to determine if an entity is registered or incorporated in Manitoba No Fee COMPANIES OFFICE CONTACT INFORMATION You may contact the Companies Office by: Telephone (204) (8:00 a.m. 4:30 p.m. Monday Friday) Toll Free in Manitoba: Fax: (204) companies@gov.mb.ca Mail Companies Office Broadway Winnipeg, MB R3C 3L6 March, 2014 Page 3

4 LOGGING ON TO COMPANIES ONLINE Deposit Account Users Creating a Deposit Account You may set up a Deposit Account with Companies Office. Fees will be deducted from the money you have in your deposit account. There are 2 forms to complete. The first form creates the Deposit Account. The second form provides the names of individuals who are authorized to use this deposit account when requesting services or completing filings online that require a payment. The Companies Office will issue a user name and password to each individual listed in the application. Signing On Once you have received your user id and password you can sign on to the Companies Online application: Enter your User Name and Password. Click on Login Note: If you have forgotten your User Name and/or Password, please click on Forgot Password? or contact the Help Desk at (204) Credit Card Account Users Creating an Account The first time you use the system, you must create a user name and password: Click on New User Setup button A Notice under The Freedom of Information and Protection of Privacy Act will appear. If you agree with the Notice, click on the Accept button to continue. Complete the Account Setup Information and click on Next Page button to continue Create your User Name, Password, Password Reminder Question and Answer and click on the Next Page button to continue. Confirm that your account has been set up correctly. Print the page for your record. Click on Click Here to Continue. Your account has been created and you can login to Companies Online. Signing On Once you have created your userid and password you can sign on to the Companies Online application: Enter your User Name and Password. Click on Login Note: If you have forgotten your User Name and/or Password, please click on Forgot Password? Or contact the Help Desk at (204) March, 2014 Page 4

5 INFORMATION ON ENTITIES You may search Companies Online to determine if an entity is registered or incorporated in Manitoba - free of charge. If the entity is on record you will be provided with the correct name, registry number, date of registration/incorporation and current status of the entity. If additional information is required, a File Summary can be obtained which will provide you with a report containing the latest information on record for a business or corporation. The fee is $3.00 per entity with charges being made to your deposit account or credit card. Search for an Entity (no charge) From the Main Menu, under Information on Registered Entities, click on Search by Name / Number Click on the Search Tips link located at the top right hand corner of this page for more information on searching a name If you know the registry number, enter it in the appropriate box and click on the Look Up button. If the correct number was used, the entity will appear in the grid. If you don t know the registry number, enter the entity name and click on the Look Up button. A list of names will appear in the grid. View File Summary ($3.00 per entity) A File Summary will provide you with a report containing the latest information on record for a business or corporation. Click on the Search Tips link for more information about File Summaries. Enter the entity name or registry number and click on the Look Up button Click on the entity in the Grid Click on View File Summary button You will be prompted for your credit card information (unless you are a deposit account holder) Order a Certificate of Status ($40.00 per entity) Enter the entity name or registry number and click on the Look Up button Click on the entity in the Grid Click on Order a Certificate of Status button You will be prompted for your credit card information (unless you are a deposit account holder) Note: The Certificate of Status will be sent to the address you provide. March, 2014 Page 5

6 SAVING A SERVICE REQUEST FOR COMPLETION LATER Companies Online The effective date on your documents will be dated the date the Service Request was started and not completed. When you start an online filing you will be assigned a Service Request Number. If you start but don t complete an online filing, it will be saved for you for 5 days (except for Name Reservations). These saved Service Requests appear at the bottom of the Main Menu screen. You may re-open and complete any saved Service Requests. After 5 days the Service Request is cancelled and will disappear from the Main Menu screen. Note: If you need to create multiple Service Requests on the same entity (i.e. a Change of Registered Office and Change of Mailing Address), ensure that you complete each Service Request prior to starting a new one. Otherwise you will receive an error. March, 2014 Page 6

7 RESERVE A NAME A Name Reservation is required, in most cases, before a name can be registered or incorporated. From the Main Menu, select Submit a Name Reservation Request to see if a name is available for registration/incorporation: Review the Terms & Conditions and Notice under The Freedom of Information and Protection of Privacy Act Review the Name Reservation Guidelines, if needed Click on Continue Name Reservation Form: What is the proposed company name? This is the name that you will want to register or incorporate. This field is case sensitive, so ensure you enter the name exactly the way you want to later have it registered or incorporated (i.e. ABC HOLDINGS vs ABC Holdings) Select the entity Type and Sub-Type for the reservation Select the type of entity that will be created from this name reservation: Business Name Type Business Corporation Non-Profit Corporation Name Notation Co-Operative Credit Union Sub-Type Sole Proprietorship/Partnership Limited Partnership Manitoba Limited Liability Partnership Extra Provincial Limited Liability Partnership Manitoba Share Corporation Extra Provincial Share Corporation Federal Share Corporation Manitoba Non-Share Corporation Extra Provincial Non-Share Corporation Federal Non-Share Corporation Name Notation Manitoba Share Co-op Manitoba Non-Share Co-op Manitoba Credit Union Note: Selecting the wrong entity type will prevent you from being able to register or incorporate online. March, 2014 Page 7

8 Select the reason for the reservation Select the reason for filing the name reservation (i.e. will the reservation be used for incorporation, registration, change of name, etc.). If you selected Change of Name from, indicate the name prior to the change When you selected "Change of Name from", provide the existing name of the business or corporation. How or Why was this name chosen Coined Word Coined or made-up words are acceptable distinctive elements provided they do not conflict with other name(s) already registered. e.g. Can-Tec Audio Shop Ltd. e.g. Dwidagdoodle Group Family Name A corporate or business name shall not contain a family name whether or not preceded by his first name or initials, unless the individual or his legal representative is the incorporator/registrant or consents to the use of the name, or unless a business which already contains this name consents. However, 20 years after death and/or if the name is no longer notorious, no consent is required. e.g. "CHRISTOPHER COLUMBUS CARTOGRAPHY LTD." - no consent required If the name is someone's maiden name or a fictitious name, this does not breach the Rule, but should be explained under OTHER. Initials Where the name is made up entirely of initials, at least 3 letters are required. Geographical A geographical name can be the name of a city, street, town, lake, river, etc. Please note that a name cannot be comprised of a geographical location only and other words are needed as part of the distinctive or descriptive elements. Other If the reason for how or why this name was chosen does not fall under any of the above mentioned categories then you must enter a brief description in this box. Please be as specific as you can: e.g. personal choice is not acceptable Acceptable examples are: from a dream my pet's name play on words made it up fun and creative combination of names March, 2014 Page 8

9 Indicate where in Manitoba the business will be carried on Indicate the city or town in Manitoba where business will be carried on. More than one location can be provided, if necessary. Describe the nature of business. This field is very important in helping the Office review your name reservation. Therefore, it should provide a specific but brief description of what the business is doing. We cannot approve a name if the nature of business is completed with "Miscellaneous" "Services" or "Retail", etc. More detailed information is required. Acceptable examples are: Trucking industry Selling computers and rental of movies Selling gas and restaurant Seamstress Note any other relevant information (optional) In this field indicate any information that would be relevant to your proposed name that might help the Companies' Office Staff make a decision. Examples are: a. The proposed name is very similar to XYZ COMPANY and written consent will be provided from that company, for the use of the name. b. New proposed name is affiliated with and applicant is the registrant of XYZ COMPANY. c. Original Name Reservation is expiring tomorrow and would like to re-reserve the name for another 90 days. d. If your proposed name is an extra-provincial body, please indicate your home jurisdiction. (e.g. The home jurisdiction of my extra-provincial body corporation is "Saskatchewan".) Expedite Although Name Reservations are processed as soon as possible and usually within two working days of receipt, there may be circumstances that require a quicker turnaround time. Therefore, the Companies Office offers "expedited service" to its clients. This means you can file a Request for Name Reservation and receive the results within the following time frames: If your request for "expedited service" is received before 9:30 a.m., your name reservation results will be ready by 2:30 p.m. the same day. If your request for "expedited service" is received after 9:30 a.m., but before 2:30 p.m., your name reservation results will be ready by 10:30 a.m. the next working day. The fee for expediting a Name Reservation is an additional $45.00 (per name). Client s File Number or Name (optional) Optional field for your own use only. By completing this field with the Client's Name or File Number, the information will appear on your copy of the Name Reservation that the Companies Office returns to you. March, 2014 Page 9

10 Delivery and Contact Information Contact This information will be pre-populated from your account information. Change, if necessary. Delivery You will need to select the method of delivery in which you wish to receive the results of your Name Reservation form that the Companies Office returns to you. Click on Add to Order button Order Form Cancel Order use this button if you decide to cancel the Name Reservation Add to Order use this button if you want to submit a second Name Reservation Continue use this button to Continue when you are ready to submit the Name Reservation(s) Non Deposit Account users - Enter your credit card information and click on the Process Transaction button All Users - An Order Confirmation Record will display. You may print this page for your records. March, 2014 Page 10

11 BUSINESS NAME REGISTRATION If you need to register a business name that is not a sole proprietorship or partnership, please submit a paper application. From the Main Menu, select one of the following: Register a Sole Proprietorship with Individual Registrant (one person is the registrant) Register a Sole Proprietorship (another business or corporation is the registrant) Register a Partnership Open Service Request Click on Continue Name Selection Except for numbered companies, every business name must have been searched and reserved by filing a Request for Name Reservation. You will require your reservation number in order to proceed. If you have not done this step, please file the Request for Name Reservation first. Your Name Reservation must have been reserved for the purpose of registering a business name. If not, please contact the Name Reservation area at (204) If you have reserved a name, Click on A I have searched and reserved the name I wish to use. Enter the Reservation Number and click on Lookup. The name that you reserved will be displayed. Please review it to ensure it is correct. If you are registering a numbered name, Click on B - I have not had a name searched and reserved, and wish to register a number company in Manitoba. Documents to Attach This screen only appears if a consent was required as a condition on the approval of the Name Reservation. Signed, scanned pdf copies of the documents must be attached. Click on the Browse button Find your scanned copy of the completed and signed document. Click on the Upload Button. When uploaded, the document will be listed in the grid Repeat steps until all of your documents are uploaded. Alternate Language Name (optional) If the business has another version to its name (i.e. a French version), it is entered in this field. A separate Request for Name Reservation will be required if the name is visually dissimilar from the primary version. March, 2014 Page 11

12 If the business will have another version to its name (i.e. a French version), enter that version in this field (case sensitive name will be registered as entered). Otherwise, leave this field blank. General Information Date of Start of Business click on the calendar to select the date. The date selected cannot be more than 30 days in the future. Business Location Information More than one business location can be entered. Box numbers in Winnipeg and Brandon are not acceptable online. Please complete a paper application. To add a business location Enter the business location address (including postal code) Click on Add Address will appear in the grid To correct a business location Click on the address that you want to correct Make necessary changes Click on Update Updated address information will appear in the grid To delete a business location Click on the address that you want to delete Click on Delete Address information will be removed from the grid Mailing Information The Mailing Address is the address where the Renewal will be sent. Enter the mailing address (including postal code) If you would rather receive an notification when your Renewal is due, instead of receiving a paper copy in the mail, enter an address and check the box I wish to receive notification when the annual return or renewal notice is due to be filed. March, 2014 Page 12

13 Owner/Partner Information If there are no registrants residing in Manitoba, the application cannot be filed online as a Power of Attorney is required. Please submit a paper application. For a Sole Proprietor (Individual Registrant): Enter the individual s name and address Click on Add For a Sole Proprietor (Entity Registrant): Enter the registry number and click on the Look Up button (if you don t know the Registry Number, click on the Help Link on the Owner/Partner information screen) The entity Name and Address will be populated. If the address displayed is not correct, the information will need to be updated on the entity itself. Click on Add For a Partnership: If the Partner is an individual: Select individual and enter the individual s name and address Click on Add Repeat for each partner If the Partner is another business or corporation: Enter the registry number and click on the Look Up button (if you don t know the registry number, click on the Help Link on the Owner/Partner information screen) The entity Name and Address will be populated. If the address displayed is not correct, the information will need to be updated on the entity itself. Click on Add Repeat for each partner CRA Business Number (BN) The BN is assigned by the Canada Revenue Agency (CRA). You may have a BN if: Remitted RST, HET, or CCT Registered one or more business names Collected GST/HST Imported or exported Had annual sales greater than $30,000 Operated a taxi or limousine service Select the appropriate bullet (insert the BN9 if you have a BN) March, 2014 Page 13

14 Nature of Business If you reserved a name, the nature of business will be pre-populated from the Name Reservation. Make any changes needed. For a numbered company, enter the nature of business Confirmation Client Reference Number (optional field) if you have a client reference number enter the number here. Expedited Service If selected, your registration will be reviewed and processed by the Companies Office on an expedited basis (if your documents are filed online before 11:00 a.m. they will be ready by 11:00 a.m. the next working day). There is an additional $60.00 fee charged for this service. Click on the Pre-Registration Report button to verify that the information entered is correct. Pre-Registration Report Review the report to ensure that the information is correct. If the information is correct, click on the Submit button If any of the information is incorrect, click on the Fix Error button. This will return you to the Alternate Language Name screen. Click on Next Page until you reach the screen(s) that require correction. Information Validation: Select YES to confirm the following: The business name being registered is not that of another known firm, company, corporation or unincorporated association, or a name liable to be confounded or confused with the other name, or otherwise objectionable on public grounds. No other firm, person or corporation is associated in partnership with the registrant(s) I certify that I am authorized by the registrant(s) of this Business Name to file this document with the Director under The Business Names Registration Act and that the information contained herein is true. Click on Proceed Credit Card (non Deposit Account users) Enter your credit card information Click on Process Transaction Print the Transaction Approve Payment Details for your records. Click on Continue. Your service request has been submitted for Internal Review Print this page for your records Once your documents have been reviewed and processed, you will receive a Record of Filing, a copy of the Business Name Registration form and a receipt for the fees paid. March, 2014 Page 14

15 INCORPORATION (BUSINESS ENTITY) From the Main Menu, select Incorporate a Business Corporation Open Service Request Click on Continue Name Selection Except for numbered corporations, every corporate name must have been searched and reserved by filing a Request for Name Reservation. You will require your reservation number in order to proceed. If you have not done this step, please file the Request for Name Reservation first. Your Name Reservation must have been reserved for the purpose of filing Articles of Incorporation for a business entity. If not, please contact the Name Reservation area at (204) If you have reserved a name, Click on A I have searched and reserved the name I wish to use. Enter the Reservation Number and click on Lookup. The name that you reserved will be displayed. Please review it to ensure it is correct. If you are registering a numbered corporation, Click on B - I have not had a name searched and reserved, and wish to register a number company in Manitoba. Select a legal element for the corporation from the drop-down list. Alternate Language Name (optional) If the corporation has another version to its name (i.e. a French version), it is entered in this field. A separate Request for Name Reservation will be required if the name is visually dissimilar from the primary version. If the corporation will have another version to its name (i.e. a French version), enter that version in this field (case sensitive name will be registered as entered). Otherwise, leave this field blank. Mailing Information The Mailing Address is the address where the Annual Returns will be sent. Enter the Mailing address (including postal code) If you would rather receive an notification when your Annual Return is due, instead of receiving a paper copy in the mail, enter an address and check the box I wish to receive notification when the annual return or renewal notice is due to be filed. March, 2014 Page 15

16 Registered Office Information The Registered Office Address is where the books and records of the corporation are maintained. A full civic address in Manitoba is required together with the postal code. A post office box alone in Winnipeg or Brandon is not acceptable. Enter the Registered Office (including postal code) Articles of Incorporation Note: Pre-defined clauses often used by incorporators that are acceptable to the Director to cover some very basic kinds of share structures have been provided. These example structures may not meet all the legal and financial requirements of your situation. Therefore, you should contact a lawyer or accountant to determine what may be best for you. The classes and any maximum number of shares that the corporation is authorized to issue Shares represent ownership in a corporation. When a share is issued, the holder of the share becomes a shareholder in the corporation. Therefore, all share capital corporations must be authorized to issue shares of one or more class (type). This section must be completed showing the names of the classes of shares, and any maximum number for each class, that the corporation will be authorized to issue. This does not mean that the shares have been issued, only that the corporation could issue these shares if desired. Shares are issued only when they have been purchased from the corporation. The corporation may or may not require more than one class of shares. There is no limit on the number of classes of shares that can be authorized. Share classes can be assigned various names. They may be referred to as Common Shares, Preferred Shares, Class A Shares, Class B Shares, Class B Preferred Shares, Class 1 Shares, Class 2 Shares, etc. Providing a maximum number for any class of shares is optional. You may: Provide a maximum number for each class of shares, or State unlimited for each class of shares, or Provide no limits on the number of shares that can be issued for each class of shares Percentages (%) of ownership are not acceptable as this is not the information that is required in this section. A corporation s share structure can be very simple or it can be very complex. There may be significant tax consequences based on how a corporation s share structure is set up. Professional advice from your lawyer or accountant may be required in order to properly complete this section. Choose one of the two options March, 2014 Page 16

17 o If you choose the pre-defined text, the text box will be populated with the share information. o If you choose Enter your Own, please enter the information in the text box provided below. The rights, privileges, restrictions and conditions attaching to the shares, if any If the corporation will be authorized to issue more than one class of shares, each class of shares will need to have different rights and restrictions. Setting different rights and restrictions to the classes of shares, determine what the holder of these shares will be entitled to. One very basic example is setting the voting rights for the classes of shares. Others may include the rights to dividends or the return of property on the dissolution or winding up of the corporation. There may be significant tax consequences based on what the rights, restrictions and conditions are for particular classes of shares. Professional advice from your lawyer or accountant may be required in order to properly complete this section. If there is only one class of shares then you may or may not want to detail the rights and restrictions of that one class. If there is only one class of shares, and no restrictions are being provided, please insert Not Applicable. If you choose this route, subsection 24(4) of The Corporations Act provides that each share will have the right: To vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote; To receive any dividend declared by the corporation; and To receive the remaining property of the corporation upon a dissolution. Choose one of the two options o If you choose the pre-defined text, the text box will be populated with the share restrictions. o If you choose Enter your Own, please enter the information in the text box provided below. Restrictions, if any, on Share Transfers When shares are issued, the shareholders may resell their shares unless there are specific restrictions that enable the shareholders and directors to control who holds shares in the corporation by requiring some type of approval before shares can be transferred. A restriction on share transfers can be almost whatever you would like it to be. Two common restrictions that are used are to prohibit the transfer of shares without approval of the Board of Directors, or without approval of a certain percentage of the other shareholders. Unless you are planning to trade shares publicly, and you have consulted with The Manitoba Securities Commission on this point, you may wish to provide at least one restriction on the transfer of shares. Choose one of the three options March, 2014 Page 17

18 o If you choose the pre-defined text, the text box will be populated with the share transfer restrictions. o If there are no restrictions, select None o If you choose Enter your Own, please enter the information in the text box provided below. Restrictions, if any, on business the corporation may carry on While most companies do not restrict what business activities the corporation may carry on, there may be reasons why restrictions need to be included. Choose one of the two options o If there are no restrictions, select None o If you choose Enter your Own, please enter the information in the text box provided below. Other provisions, if any Additional provisions in the Articles of Incorporation can be included in this section. This may include clauses to satisfy requirements of other legislation or institutions. Choose one of the two options o If there are no restrictions, select None o If you choose Enter your Own, please enter the information in the text box provided below. Number of Directors Ensure the number of directors (or minimum/maximum) entered in this section matches the number of directors entered on the Director Information screen. Choose one of the two options o Fixed Number of Directors o Minimum/Maximum: Director Information A director must: Be at least 18 years old Not be in bankrupt status (a person who has previously been bankrupt may be a director after they have received their full discharge). Be an individual (a corporation cannot be a director) At least 25% of the directors must be residents of Canada. At least one director must reside in Manitoba. If not a Power of Attorney will be required after incorporation. Provide the full names and home addresses of all directors of the corporation. Initials are not March, 2014 Page 18

19 acceptable. To add a director: Enter the person s name and address The date of incorporation will automatically be inserted as the start date for each director Click on Add at the bottom of the page to add the individual to the grid Repeat until each Director has been added to the grid. Incorporator Information An Incorporator must: If an individual, be at least 18 years of age; Not be in bankrupt status (a person who has previously been bankrupt may be an incorporator after they have received their full discharge). Provide the full names and home addresses of all incorporators. Initials are not acceptable. A corporation may be an incorporator. The names of the Directors have been pre-populated as incorporators. Make changes as required. Any director not listed as an incorporator will need to sign Consent to Act as First Director form. This form must be scanned and a pdf copy attached to the Articles on the Documents to Attach screen. Make changes, if necessary Nature of Business If a Name Reservation was done, the Nature of Business will be pre-populated. If incorporating a numbered corporation, the Nature of Business will default to Miscellaneous Services. Make changes, if necessary Documents to Attach This screen only appears if: One or more of the directors is not an incorporator. A consent was required as a condition on the approval of the Name Reservation Signed, scanned pdf copies of the documents must be attached. Click on the Browse button Find your scanned copy of the completed and signed document. Click on the Upload Button. When uploaded, the document will be listed in the grid Repeat steps until all of your documents are uploaded. March, 2014 Page 19

20 Confirmation Client Reference Number (optional field) if you have a client reference number enter the number here. Expedited Service If this option appears, it means that your documents will be submitted for internal review. If selected, your Articles will be reviewed and processed by the Companies Office on an expedited basis (if your documents are filed online before 11:00 a.m. they will be ready by 11:00 a.m. the next working day). There is an additional $ fee charged for this service. Click on the Pre-Registration Report button to verify that the information entered is correct. Pre-Registration Report Review the report to ensure that the information is correct. If the information is correct, click on the Submit/Complete button If any of the information is incorrect, click on the Fix Error button. This will return you to the Alternate Language Name screen. Click on Next Page until you reach the screen(s) that require correction. Information Validation Select YES to confirm the following: I have satisfied myself that, the proposed name of the corporation is not the same as or similar to the name of any known body corporate, association, partnership, individual or business so as to be likely to confuse or mislead. I certify that I am authorized by the incorporator(s) to file these Articles of Incorporation with the Director under The Corporations Act and that the information contained herein is true. Click on Proceed Credit Card (non Deposit Account users) Enter your credit card information Click on Process Transaction Print the Transaction Approve Payment Details for your records. Click on Continue. Documents Completed or Submitted for Internal Review Service Request Completed Click on View File Summary Click on Print to print the File Summary for you records Click on Close Documents Submitted for Internal Review Your documents may be Submitted for Internal Review if: You entered your own text on the Articles screen A Director is not an Incorporator (Consent March, 2014 Page 20

21 The Office will generate the Certificate and Articles of Incorporation on the following work day. to Act as a First Director is required) There were conditions on the Name Reservation that require a consent to be attached Print this page for your records Once your documents have been reviewed and processed, you will receive a copy of the Certificate and Articles of Incorporation. March, 2014 Page 21

22 INCORPORATION (NON-PROFIT ENTITY) From the Main Menu, select Incorporate a Non-Profit Corporation Open Service Request Click on Continue Name Selection Except for numbered corporations, every corporate name must have been searched and reserved by filing a Request for Name Reservation. You will require your reservation number in order to proceed. If you have not done this step, please file the Request for Name Reservation first. Your Name Reservation must have been reserved for the purpose of filing Articles of Incorporation for a non-profit entity. If not, please contact the Name Reservation area at (204) If you have reserved a name, Click on A I have searched and reserved the name I wish to use. Enter the Reservation Number and click on Lookup. The name that you reserved will be displayed. Please review it to ensure it is correct. If you are registering a numbered corporation, Click on B - I have not had a name searched and reserved, and wish to register a number company in Manitoba. Select a legal element for the corporation from the drop-down list. Alternate Language Name (optional) If the corporation has another version to its name (i.e. a French version), it is entered in this field. A separate Request for Name Reservation will be required if the name is visually dissimilar from the primary version. If the corporation will have another version to its name (i.e. a French version), enter that version in this field (case sensitive name will be registered as entered). Otherwise, leave this field blank. Mailing Information The Mailing Address is the address where the Annual Returns will be sent. Enter the Mailing address (including postal code) or click on Copy Filer s Address button If you would rather receive an notification when your Annual Return is due, instead of receiving a paper copy in the mail, enter an address and check the box I wish to receive notification when the annual return or renewal notice is due to be filed. March, 2014 Page 22

23 Registered Office Information The Registered Office Address is where the books and records of the corporation are maintained. A full civic address in Manitoba is required together with the postal code. A post office box alone in Winnipeg or Brandon is not acceptable. Enter the Registered Office (including postal code) Articles of Incorporation The undertaking of the corporation is restricted to the following: The corporation must 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. The undertaking must be in sufficient detail (e.g. Philanthropic Organization alone is not acceptable). Select Enter Your Own and enter the undertaking in the text box provided Other Provisions, if any Any special provisions (such as distribution of remaining property at dissolution) should be noted. If there are Other Provisions, select Enter Your Own and enter the provisions in the text box provided. If there are none, select None Where the undertaking of the corporation is of a social nature, the address in full of the clubhouse or similar premises that the corporation will maintain: If there is a clubhouse, select Enter the Full Address and enter the address in the text box provided If there isn t a clubhouse, select None Number of Directors Ensure the number of directors (or minimum/maximum) entered in this section matches the number of directors entered on the Director Information screen. Note: Non-Profit corporations must have at least 3 directors. Choose one of the two options o Fixed Number of Directors o Minimum/Maximum: March, 2014 Page 23

24 Director Information A director must: Be at least 18 years old Not be in bankrupt status (a person who has previously been bankrupt may be a director after they have received their full discharge). Be an individual (a corporation cannot be a director) At least 25% of the directors must be residents of Canada. At least one director must reside in Manitoba. If not a Power of Attorney will be required after incorporation. Provide the full names and home addresses of all directors of the corporation. Initials are not acceptable. To add a director: Enter the person s name and address The date of Incorporation will automatically be inserted as the start date for each director Click on Add at the bottom of the page to add in the individual to the grid Repeat until each Director has been added to the grid. Incorporator Information An Incorporator must: If an individual, be at least 18 years of age; Not be in bankrupt status (a person who has previously been bankrupt may be an incorporator after they have received their full discharge). Provide the full names and home addresses of all incorporators. Initials are not acceptable. A corporation may be an incorporator. The names of the Directors have been pre-populated as incorporators. Make changes as required. Any director not listed as an incorporator will need to sign Consent to Act as First Director form. This form must be scanned and a copy attached to the Articles on the Documents to Attach screen. Make changes, if necessary Nature of Activities If a Name Reservation was done, the Nature of Activities will be pre-populated. If incorporating a numbered corporation, the Nature of Activities will default to Non Profit Organization. Make changes, if necessary March, 2014 Page 24

25 Documents to Attach This screen only appears if: One or more of the directors is not an incorporator. A consent was required as a condition on the approval of the Name Reservation Signed, scanned pdf copies of the documents must be attached. Click on the Browse button Find your scanned copy of the completed and signed document. Click on the Upload Button. When uploaded, the document will be listed in the grid Repeat steps until all of your documents are uploaded. Confirmation Client Reference Number (optional field) if you have a client reference number enter the number here. Expedited Service If selected, your Articles will be reviewed and processed by the Companies Office on an expedited basis (if your documents are filed online before 11:00 a.m. they will be ready by 11:00 a.m. the next working day). There is an additional $ fee charged for this service. Click on the Pre-Registration Report button to verify that the information entered is correct. Pre-Registration Report Review the report to ensure that the information is correct. If the information is correct, click on the Submit button If any of the information is incorrect, click on the Fix Error button. This will return you to the Alternate Language Name screen. Click on Next Page until you reach the screen(s) that require correction. Information Validation Select YES to confirm the following: The corporation has no authorized capital and shall be carried on without pecuniary gain to its members, and any profits or other accretions to the corporation shall be used in furthering its undertaking Each first director named herein becomes a member of the corporation upon incorporation. I have satisfied myself that, the proposed name of the corporation is not the same as or similar to the name of any known body corporate, association, partnership, individual or business so as to be likely to confuse or mislead. I certify that I am authorized by the incorporator(s) to file these Articles of Incorporation with the Director under The Corporations Act and that the information contained herein is true. Click on Proceed March, 2014 Page 25

26 Credit Card (non Deposit Account users) Enter your credit card information Click on Process Transaction Print the Transaction Approve Payment Details for your records. Click on Continue. Companies Online Your documents have been Submitted for Internal Review Print this page for your records Once your documents have been reviewed and processed, you will receive a copy of the Certificate and Articles of Incorporation. March, 2014 Page 26

27 ANNUAL RETURNS Manitoba Corporations Corporations must file an Annual Return of Information every year. It must state information as of the last day of the anniversary month of incorporation or amalgamation (for example, a corporation incorporated January 5, 2010, files a return as of January 31 st every year). Failure to file Returns for two consecutive years results in the dissolution of a Manitoba corporation. You will require the Bar Code in order to proceed. The Bar Code is located in the top left hand corner of the paper form or in the notification that you received. If you have lost the bar code, please call (204) From the Main Menu, under Annual Return/Renewal, select File my Annual Return Enter the Bar Code Number and click on Next Page On the Open Service Request screen, verify the information. Click on Continue General Information Review the information Mailing Address The Mailing Address is the address where the Annual Returns will be sent. Update the address, if necessary. If you would rather receive an notification when your Annual Return is due instead of receiving a paper copy in the mail, enter an address and check the box I wish to receive notification when the annual return or renewal notice is due to be filed. Registered Office Information The registered office address of a Manitoba corporation must remain in Manitoba. A box number in Winnipeg or Brandon is generally not acceptable. Please submit a paper filing. If changing the registered office, update the address and select the Effective Date for the new address (the date must be in the past) Director Information Full names and residence addresses must be noted. Manitoba Share corporations must have at least one director. Manitoba Non-share (nonprofit) corporations must have at least three directors. If changes need to be made that result March, 2014 Page 27

28 in fewer than the required number of directors, please file a paper form. If changing the directors (new director(s) appointed, or director(s) ceased), ensure that an effective date for the change is provided (day/month/year). If no directors or officers reside in Manitoba the Annual Return cannot be filed online. Please submit a paper form. If no officers have been appointed the Annual Return cannot be filed online. Please submit a paper Annual Return form. This page is used to update Director and Officer information: Role Position(s) Held Description Director Director Officer Secretary Officer select the individual in the grid to display the Position(s) Held To add a new director or officer: Click on the appropriate boxes Directors or Officer If adding a Director, select the date that the individual became a director by clicking on the calendar. (The arrows at the top of the calendar will change the month and year) If adding an Officer, select the position held from the drop-down list or type the position held. Enter the person s name and address Click on Add, located below the information you just entered. This will add the individual to the grid. To remove an existing director: Click on the name of the director you wish to remove Select the date that the individual ceased to be a director by clicking on the calendar. (The arrows at the top of the calendar will change the month and year) Click on Update To remove an existing officer: Click on the name of the officer you wish to remove Click on Delete To update an address on a current director or officer: Click on the name of the person you wish to make changes Key over the existing address and click on Update Once all changes have been made to the Directors/Officers screen, click on Next Page Shareholder Information Manitoba Business Corporations Only List all shareholders holding 10% or more of the issued voting shares. If no shares have been issued, or no shareholder holds 10% or more of the issued voting March, 2014 Page 28

29 shares, please select the No Shareholders At This Time check box. To add a new shareholder: Click on the appropriate box individual or firm Click on the Shareholder box Enter the shareholder s name Click on the Add button To remove/update an existing shareholder: Remove Click on the name of the shareholder you wish to remove Click on the Delete button Update Click on the name of the shareholder you wish to update Key over the name Click on the Update button Companies Online Does the corporation distribute shares or securities to the public? Select the appropriate box indicating whether the corporation distributes shares to the public. Once all changes have been made to the Shareholder Information screen, click on Next Page Shares Held Information Manitoba Business Corporations Only You must provide the number and class of shares held by each shareholder. Do not provide a percentage of shares held (i.e. 50%). Fractions (10½) are not acceptable and must be converted to a decimal (10.5). If a shareholder holds a class of shares that doesn t appear in the drop-down list, please call (204) To add shares to a new shareholder: Click on the name of the shareholder to whom you wish to issue shares Choose the share class from the drop down list, located in the middle of the page Enter the number of shares held Click on the Add button located below the number of shares held To update an existing shareholder: Click on shareholder to be updated Click on the share class you wish to update located directly below the Share Class Name Go down to the number of shares held and key over the existing number of shares held Click on Update If you wish to issue a different class of shares to a shareholder (other than what they currently hold. Example: They presently hold 50 Class A shares and now you want to issue 50 Class B shares as well). Click on the shareholder s name and the share class from the drop March, 2014 Page 29

30 down box and then enter the number of shares the person holds. Click on the Add button located below the number of shares held. Once all changes have been made to the Shares Held Information screen, click on Next Page Power of Attorney Information This screen appears for all entities even if an Attorney for Service hasn t been appointed. If a Power of Attorney has been appointed, only their address can be changed on the Annual Return. If the screen is blank: If a name is populated on the screen: Update address information, if necessary Nature of Business If this information is inaccurate, please provide a better description. Confirmation Client Reference Number (optional field) if you have a client reference number enter the number here. Click on the Pre-Registration Report button to verify that the information entered is correct. Pre-Registration Report Review the report to ensure that the information is correct. If the information is correct, click on the Complete button If any of the information is incorrect, click on the Fix Error button. This will return you to the General Information screen. Click on Next Page until you reach the screen(s) that require correction. Information Validation Select YES to confirm the following: The information is accurate for the corporation as of the last day of its anniversary month in the year for which this annual return is filed. I certify that I am authorized by the corporation to file this document with the Director under The Corporations Act and that the information contained herein is true. Click on Proceed Credit Card (non Deposit Account users) Enter your credit card information Click on Process Transaction Print the Transaction Approve Payment Details for your records. Click on Continue. March, 2014 Page 30