midterm Flashcards
(43 cards)
what must be filed if a corporation has a USA?
(USA - Unanimous Shareholders’ Agreement)
the companies office must be notified by completing and filing a Notice of Execution of Termination of Unanimous Shareholders Agreement
what is the purpose of a USA?
Unanimous Shareholders Agreement
- it is an agreement between all shareholders and the corporation
- meant to restrict the powers of the directors to manage the business and affairs of the corporation
what are the advantages to incorporating federally vs provincially?
the corporation can operate under the same name across Canada
The registered office address can be located anywhere in Canada
Corporation would be recognized as a Canadian entity
what is a NUANS search?
Newly Updated Automated Name Search
It searches existing corporate a business names and trademarks throughout Canada, that are similar to the name being proposed
also pre-approves a business name for 90 days
what are the types of articles?
Articles of Incorporation
- share capital incorporates a new business with a view to profit
- no share capital incorporates a new non-profit business to serve the public
Articles of Amendment
- used to amend the Articles of Corporation
Articles of Amalgamation
- Used to amalgamate two or more Manitoba Corporations to continue as one
Articles of Dissolution
- to dissovle a Manitoba corporation
Articles of Revival
- to revive a dissolved Manitoba corporation
what is the annual maintenance of a corporation?
Directors and Shareholders must each hold annual meetings to:
- adopt and ratify financial statements
- appoint offices and elect directors for another term
corporations must also complete and file with the companies office an Annual return each year
differentiate between common shares and preference shares
preference shares
- share class having one right or preference over any other share class
common shares
- share class having no right or preference over any other share class
who are the principals of a corporation?
Directors
- responsible for managing the business and affairs of a corporation
Officers
- officers and directors form the management of a corporation. offices are responsible for the day-to-day operations
shareholders
- person who own shares in the capital of the corporation
differentiate between minutes of a meeting and resolutions
minutes of a meeting
- summary of activities conducted with the resolutions passed at an actual meeting
resolutions (in lieu of meeting)
- passed by such principals without an actual meeting
what is decided when organizing a corporation
once a corporation has been incorporated, it needs to be organized
- directors must decide certain things as part of the organization of the company
- shareholders need to be documents, directors need to be elected, officers need to be appointed
what is the registered office address of corporation
location or address where the physical minute book of the corporation is kept, and where legal documents may be served
- cannot be PO box number
- must be in Manitoba if it is a Manitoba Corporation
what is a minute book and what does it contain?
a minute book is used to maintain an official record of a corporations activities
- reviewed annually and for business transactions
which document creates a non-profit organization
Articles of Incorporation (without share capital)
which document creates a business corporation
Articles of incorporation ( share capital)
what are the implications of incorporating
- complex structure
- expensive to create and maintain
what are the reason to incorporate
to minimize total taxes paid and to reduce personal liability
what is a corporation
it is a separate legal entity
- duties distinct from the individuals involved in creating it, investing in it and managing it
has all the powers of a natural person, can acquire assets, obtain loans, enter contracts
continuing existence
- continues to exist even upon death
when is consent required with respect to business names or firm names
consent or consent and undertaking forms are needed when a new entity is being created using all or part of a business name
what documents are required to register an LP
- Request for Name Reservation form
- Registration of a Limited Partnership form
who is the GP in an LP
General partner is responsible for managing the business
ONLY the GP has unlimited personal liability for debts and obligations of the LP
GP is almost always a corporation
how are LPs different from GPs and LLPs
for GPs and LLPs, all partners have a share in the management and liabilities of their respective businesses
in an LP the General Partner is involved in the management of business and has unlimited personal liability for debts and obligations of the LP
how are LLPs different from GPs
LLPs have all the characteristics of a GP except
- limited to persons practicing a professions
common in professional business law firms and accounting firm
what must a general partner do if they want out of a partnership
to make changes to the composition of the partnership, partners may file a Change of Registrants form
how do we register a proposed firm name
- reserrve firm name by submitting Request for Name Reservation
- Register firm name by submitting Registration of a Business Name
