Manitoba Business Corporations

A corporation is a distinct legal entity, separate from its individual shareholders. The assets are owned by the corporation and the liabilities are the responsibility of the corporation, not its shareholders.

Advantages
Disadvantages
  • The main advantage is limited liability. The corporation’s shareholders are liable only to the extent of their investment in the corporation’s shares or any loans the shareholder may have made to the corporation. The directors of a corporation may have some additional liabilities respecting the obligations of the corporation.
  • The life of a corporation is not affected by a shareholder’s death.
  • It is more expensive to incorporate.
  • It is more complex to operate. There is more of an administrative burden in that, for example, annual meetings of shareholders must be held, and annual return filings are required by the Companies Office.
  • It is more expensive to operate. As one example, the corporation requires its own tax return separate and apart from its shareholders.

 

Step 1: Choose a name for the corporation

Option 1: Named Corporation
Select a name for the corporation. The name of the corporation must end with one of the following elements: Ltd., Limited, Inc., Incorporated, Corp. or Corporation. Information to help you choose a name is available here.

Option 2: Numbered Corporation
If you choose to incorporate a numbered corporation, we assign the number followed by the word MANITOBA and you choose the legal element (i.e. Ltd., Limited, Inc., Incorporated, Corp. or Corporation). For example, 123456789 MANITOBA LTD.

 

Step 2: File a Request for Name Reservation

  • If incorporating a named corporation, a Request for Name Reservation must be filed with the fee of $45.00 to determine if the name is available. This form can be filed online.
  • Refer to the Name Reservation page for more information

 

Step 3: File Articles of Incorporation

  • File Articles of Incorporation with the fee of $350.00 before the name reservation expires. These forms can be filed online or on paper.
  • Step-by-step instructions are available for filing Articles of Incorporation online. Online filing provides the fastest processing times.
  • Sample clauses are provided in both the online or paper applications and can be selected, if appropriate
  • Detailed information and instructions for completing the Articles of Incorporation is available here.

After the issuance of the certificate of incorporation, a meeting of the directors of the corporation shall be held where the directors may:

  • make by-laws;
  • adopt forms of security certificates and corporate records;
  • authorize the issue of securities;
  • appoint officers;
  • appoint an auditor to hold office until the first meeting of shareholders;
  • make banking arrangements; and
  • transact any other business.

Refer to the following for more information:

 

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