Retaining the Corporate Status of Your Manitoba Corporation

In order to retain the limited liability that your Manitoba corporation offers, you must follow certain corporate formalities involving decision making and the proper record keeping of your Manitoba Corporation records. In short, you’ve got to be organized.

Retaining Corporate Status

Manitoba Corporations and their owners must observe certain formalities to retain the corporation’s status as a separate entity. Specifically, corporations must:

hold annual shareholders’ and directors’ meetings

keep minutes of shareholders’ and directors’ major decisions

make sure that corporate officers and directors sign documents in the name of the corporation

maintain separate bank accounts from their owners

keep detailed financial records, and

file a separate corporate income tax return.

Who Makes Corporate Decisions?

To understand the corporate decision-making process, let’s look at the different legal roles people traditionally play in a corporation: shareholder, director, officer, and employee. As we consider these roles, keep in mind that you can set up a corporation in which one or two people play all of them.


Shareholders own stock (called shares or ownership interests) in the corporation. Shareholders have the exclusive right to:

elect and remove directors

amend the articles of incorporation and bylaws

approve the sale of all or substantially all of the corporate assets

approve mergers and reorganizations, and

dissolve the corporation.

The Manitoba Business Corporations Act requires the shareholders to hold an annual meeting. However, the province of Manitoba allow shareholders to do this through a “written consent” or “consent resolution” — a document signed by all of the shareholders — instead of a face-to-face meeting.


The board of directors sets policy for the corporation and makes major financial decisions. Among other things, the directors:

authorize the issuance of stock

elect the corporate officers

set officer and key employee salary amounts

decide whether to mortgage, sell, or lease real estate, and

approve loans to or from the corporation.

While the province of Manitoba require directors to hold regular meetings, it’s often simpler and just as effective for the directors to take actions by signing a consent resolution or written consent. Alternatively, the province of Manitoba allow directors’ meetings to be held by telephone.

While the organizational structure of corporations separates the rights and duties of shareholders and directors, this separation isn’t much of an issue for small corporations because most shareholders are also directors and officers. However, even if you are both a shareholder and director of your corporation, you must still observe the formalities required by law, which means wearing different hats at different times. For instance, sometimes you’ll have to sign a document in your capacity as director; at other times you’ll sign as a shareholder.


Officers are responsible for the day-to-day operation and management of the corporation. Manitoba Business Corporation laws usually require the corporation to have at least a president, a secretary, and a treasurer (sometimes called a chief financial officer). But in the province of Manitoba, the same person can hold all of the required offices.

The president is usually the chief operating officer (COO) of the corporation. The secretary is responsible for the corporate records. The treasurer, or chief financial officer (CFO), of course, is responsible for the corporate finances, although it’s common to delegate everyday fiscal duties to a bookkeeper.


In small corporations, the owners are usually also employees of the corporation. Owners of small corporations receive most of their financial benefits through the salary and other compensation they receive as corporate employees.

Manitoba Corporate Minute Books

In order to keep your Manitoba corporation in good standing with the Manitoba business corporation act, It is essential to keep a history of all important decisions that are made in the company and to demonstrate that the company is acting as a corporation. For example, if you want to sell your company in the future, the buyer’s lawyer will normally ask to see a copy of the minute book. Also, if there is a dispute about a company matter, the minutes can act as an official record of events.

Delivery Method

Electronically in PDF by Email.

What kind of minute book services we provide

We provide a personalized Manitoba corporate minute book in MS Word and PDF format that includes:

Organizational Resolutions

Register of Directors

Resignation of Director Form

Appointment of Corporate Officers

Resignation of Officer Form

Subscription of Shares

Share Certificate

Register of Shareholders

Consent and waiver for allotment of shares

Directors’ resolutions approving the allotment of shares

Consent and waiver for transfer of shares.

Shares Transfer Form

Directors’ Resolutions Approving Transfer of Shares


Notice of Organizational Meeting of Incorporators and Directors

Waiver of Notice of Meeting of Incorporators and Directors

Minutes of Organizational Meeting of Board of Directors

Waiver of Notice First Meeting of Shareholders

Minutes First Meeting of Shareholders

Notice to Directors of Regular Board Meeting

Minutes Shareholders Annual Meeting

Minutes Regular Board Meeting

Order Today Your New Manitoba Corporate Minute Book.

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