This page provides a general overview about incorporating business organizations in the Province of Manitoba, Canada. There are three ways to form a business as a Manitoba corporation.
If you’re looking to incorporate a business in a different province than Manitoba, or want to incorporate a Federal corporation, please visit our Incorporation in Canada page, to find the article that can guide you.
The Canada Business Corporations Act governs Federal corporations while the Corporations Act governs Manitoba corporations. Please click here for more information about the differences between Canadian federal and provincial corporations.
Manitoba Business Name Reservation
Manitoba requires filing of a request for name reservation on a standard form to determine whether the name proposed for the business corporation is available for use before the incorporation process may proceed. The filing fee for this name search service is $45. Filing can be done by the traditional paper form or online here. If the proposed name is available, Articles of Incorporation may be filed within 90 days. If the proposed name is already in use, there must be another search done and another $45 fee paid.
Manitoba Incorporation Fees
To incorporate a business in Manitoba, incorporators must complete and file Articles of Incorporation and pay an incorporation fee of
- $300 for electronic incorporation through online incorporation service providers under contract with the Manitoba Ministry of Finance or
- $350 for incorporation by mail or in person.
There are essentially three ways to incorporate a business in Manitoba: (1) By self-service by mail or in person, (2) with an online incorporation service, or (3) with the assistance of a professional corporate attorney.
1. Manitoba Incorporation with an Online Service
This newest way to incorporate a Manitoba business is for those who are both uncomfortable with using self-service and wish to avoid the higher legal fees involved with receiving assistance from corporate lawyers. For small businesses or those structured simply, the services of an online incorporation service provider might be worth considering.
Ownr.co and LawDepot.ca are two online incorporation service providers that can act as your representative that will charge a fee to be added to the official government fees to incorporate your Manitoba Corporation for you. You can also order items such as blank share certificates and a minute book there.
Online incorporation services typically display on their websites order forms for customers to complete with information about their businesses the services use to generate the standard forms required. Incorporation professionals review and correct customer information to make sure the filing documents are in proper order. Customers then pay the required official fees and a service fee to the online service provider, which files their incorporation documents with the government electronically.
2. Self-service Manitoba Incorporation
All 11 paragraphs of the Articles of Incorporation form must be complete for acceptance:
- Paragraph 1: Name of Corporation. The name must be an exact match for the name reserved and must end with the legal terms “Incorporated”, “Limited”, or “Corporation” in full or abbreviated in English or French. A numbered name should be in the form “__________________ Manitoba” followed by the legal term.
- Paragraph 2: Registered Office Address. A full Manitoba address location with postal code is necessary. Mere post office boxes are unacceptable.
- Paragraph 3: Number of Directors. The number may be fixed or variable. If fixed, name(s) and address(es) must be provided. If variable from minimum to maximum, there must be names and addresses of at least one but no more than seven directors.
- Paragraph 4: First Directors. Directors must be natural, not corporate, persons at least 18 years old not in bankruptcy status, though former bankrupts fully discharged may serve. Their full names, no initials, and addresses must be included. The number of directors should be the same in paragraphs 3 and 4. Directors other than incorporators must sign and file statements of consent to act as first director forms with the articles of incorporation.
- Paragraph 5: Classes and Number of Shares Authorized. This paragraph must show the names of share classes and the maximum number of shares for each class. There is no limit to the number of classes the incorporators may authorize, nor must they select specific share class names.
- Paragraph 6: Share Rights, Privileges, Restrictions, Conditions. If there will be more than one class of shares, each class needs distinguishing different rights and restrictions to determine entitlements. Examples are rights to vote, to receive dividends, or to return of property when the corporation dissolves and winds up its affairs. If the incorporators create only one class with no restriction, they should insert “Not Applicable” in this paragraph.
- Paragraph 7: Share Transfer Restrictions. Shareholders may sell their holdings freely unless some specific restriction requires prior approval. Incorporators who want no stock transfer restriction should enter “Not Applicable” here.
- Paragraph 8: Restrictions on Corporate Business. If there will be no restrictions, “Not Applicable” is the proper entry.
- Paragraph 9: Other Provisions. Any provisions additional to those the form requires belong in this paragraph. If none, “Not Applicable” is again the appropriate response
- Paragraph 10: Incorporator Statement. No entry or response required.
- Paragraph 11: Incorporators. Enter full names in the first column, full addresses in the second, and signatures in the third.
3. Manitoba Incorporation with the Help of a Corporate Lawyer
This way is perhaps the best for individuals who expect to run a complex business or involving diverse interests and organizations. A professional attorney, qualified in Corporation law, is an assurance of incorporation filings done properly and may become a trusted advisor for advice and guidance in future business planning and operations.
The only downside to professional help is its increased cost. However, if money is not an object, this higher initial cost of incorporation may prove economically worthwhile in the long run. If your business is complex, involves many shareholders, requires custom by-lines or the like, using a professional should be considered mandatory.
To find a Manitoba attorney to help incorporate your business in your province, you can call the Law Phone-in and Lawyer Referral Service of the Community Legal Education Association in Winnipeg or visit The Law Society of Manitoba website.