Your Manitoba corporation must file certain documents with the Manitoba Corporate Registries Office, including:
- articles of incorporation
- annual returns
- notices of any changes in the board of directors
- notices of any changes in the address of the registered office
- articles of amendment if changes to the structure of the corporation are made.
Your Manitoba Corporation must also:
- maintaining corporate records specified by the Manitoba Business Corporation Act
- file corporate income tax returns with the Canada Revenue Agency
- Register extra provincially in any province or territory where it carries on business.
What are Articles of Incorporation?
The Articles of Incorporation are a legal document filed with the Manitoba Corporate Registry Office. The Articles of incorporation sets out the corporation’s purpose and regulations. This is one of the documents necessary to incorporate a new company in Manitoba.
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The Manitoba Articles of Incorporation includes:
The full legal name of the corporation (from the name search report).
The full address of the registered office of the corporation (cannot be a PO box).
The number of directors (can be fixed or a minimum and a maximum).
The full names and addresses of each of the founding directors.
Restrictions on the business activities of the corporation or powers that the corporation may exercise.
The classes of shares and the maximum number of each class of share that can be issued.
Restrictions (if any) on the issue, transfer, or ownership of shares.
Provisions or restrictions on the borrowing powers of the directors.
Full names and signatures of the incorporators.
Annual Returns
The annual return is a legal document that basically notifies the Manitoba Corporate Registry Office that the company is still active. They’d also like to know of any changes of the address or board of directors to keep their records up to date.
If you don’t file the annual return, Manitoba registries can dissolve your company. The Manitoba Corporate Registries Office typically provide a 2 year grace period for fillings which should be ample time to submit it.
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Notices of any changes in the board of directors
The notice of change of directors is a legal document that basically notifies the Manitoba Corporate Registry Office of any changes in the directors of the corporation.
Notices of any changes in the business registered address
The notice of change of registered address is a legal document that basically notifies the Manitoba Corporate Registry Office of the change in the company’s business address.
Articles of Amendment
Articles of amendment is a document filed to effect and formalize changes in the previously filed articles articles of incorporation. An article of amendment is required to change recorded information about your corporation. The article is filed with the Manitoba Corporate Registry Office mainly to change a corporation’s name.
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