may take

on oath.

director or shareholder of the company in relation to its busi- Inspectors ness or proceedings and may administer such oath accord- evidence ingly. If any 'officer, agent, director or shareholder refuses to produce any book or document directed to be produced, or to answer any question relating to the affairs or proceedings Penalty for of the company, he shall, on summary conviction before a produce justice of the peace, be liable to a penalty of not less than answer twenty-five dollars and not exceeding fifty dollars in respect of each offence. 2 Geo. 5, c. 12, s. 1, part.

refusal to

books or

questions.

examination

101. Where an inspector deems it necessary to examine Notice of under oath any officer, agent, director or shareholder of the under oath. company, he shall cause to be served upon the officer, agent, director or shareholder, at least forty-eight hours before the time fixed for such examination, an appointment in writing stating the time and place of such examination, and if the officer, agent, director or shareholder so served with such Penalty for appointment shall fail to attend without good cause at the attend. said time and place, he shall be liable to the same penalty as set out in the preceding section. 2 Geo. 5, c. 12, s. 1, part.

failure to

to report.

102. Upon the conclusion of the examination, the Inspector inspector or inspectors shall report his or their opinion on the several matters inquired into to the Lieutenant-Governor-inCouncil. The Lieutenant-Governor-in-Council shall direct by whom and in what manner the costs of the inquiry shall be paid. 2 Geo. 5, c. 12, s. 1, part.

Costs.

103. The Lieutenant-Governor-in-Council may appoint Counsel. counsel to advise with and act for the inspectors in any case in which it is necessary or in the interests of justice so to do. 2 Geo. 5, c. 12, s. 1, part.

inspection is

not to be

104. The inspectors, or anyone acting with them or by Fact that their direction, shall not divulge or make known in any way being made the fact that they are making an inspection or examination divulged. of the affairs of the company, except as may be necessary in conducting the same and in the report thereof to the Lieutenant-Governor-in-Council. 2 Geo. 5, c. 12, s. 1, part.

Application

105. Any one may be prosecutor or complainant under Prosecutor. this part, and one-half of any fine imposed shall, when re- of fine. ceived, belong to His Majesty for the use of the Province, and the other half shall belong to the prosecutor or complainant. R.S.M. c. 29, s. 2.

Meaning of expression, "extra-provincial corporation."

Classes not

required to take out licenses.

Corporations already licensed or authorized.

Those licensed or registered

PART IV.-EXTRA-PROVINCIAL CORPORATIONS.

INTERPRETATION.

106. In this part, except where the context requires otherwise, the expression "corporation" means a company, institution or corporation created otherwise than by or under the authority of an Act of the Legislature of Manitoba. 9 Ed. 7, c. 10, s. 1.

CORPORATIONS NOT REQUIRING LICENSE.

107. Corporations of the classes mentioned in this section are not required to take out a license under this part, viz.:

Class I.-Corporations which have heretofore received from the Government of Manitoba a license to carry on business in Manitoba, or which have been authorized by Act of the Legislature of Manitoba to carry on business in Manitoba, so long as such license or Act is in force;

Class II.-Corporations now or hereafter licensed or regisunder Insur- tered under the provisions of "The Insurance Act;"

ance Act.

Those taxed otherwise.

Corporations

not for gain.

Corporations that must take out licenses

under Act.

Dominion companies

entitled to

licenses on compliance with Act.

Licenses to corporations of class VI may be

restricted.

Class III.-Corporations liable to payment of taxes imposed by "The Corporations Taxation Act" or "The Railway Taxation Act;"

Class IV.-Corporations not having gain for any of their objects. 9 Ed. 7, c. 10, s. 2.

CORPORATIONS REQUIRING LICENSE.

108. Corporations of the classes mentioned in this section are required to take out a license under this part, viz.:

Class V.-Corporations (other than those mentioned in section 107) created by or under the authority of an Act of the Parliament of Canada, and authorized to carry on business in Manitoba;

Class VI.-Corporations not coming within any of the foregoing classes. 9 Ed. 7, c. 10, s. 3.

LICENSES.

109. A corporation coming within class V shall, upon complying with the provisions of this part and the regulations made hereunder, receive a license to carry on its business and exercise its powers in Manitoba. 9 Ed. 7, c. 10, s, 4.

110. A corporation coming within class VI may, upon complying with the provisions of this part and the regulations made hereunder, receive a license to carry on the whole or such parts of its business and exercise the whole or such

parts of its powers in Manitoba as may be embraced in the license; subject, however, to such limitations and conditions as may be specified therein. 9 Ed. 7, c. 10, s. 5.

to Govern

licenses.

111. A corporation coming within class V or VI may Applications apply to the Lieutenant-Governor-in-Council for a license to ment for carry on its business or part thereof, and exercise its powers or part thereof, in Manitoba, and upon the granting of such license such corporation may thereafter while such license is Exercise in force carry on in Manitoba the whole or such parts of its of powers business and exercise in Manitoba the whole or such parts of license. its powers as may be embraced in the license; subject, however, to the provisions of this part and to such limitations and conditions as may be specified in the license. 9 Ed. 7, c. 10,

s. 7.

granted by

Powers of

corporations

estate.

112. A corporation receiving a license under this part licensed may, subject to the limitations and conditions of the license, or dealing and subject to the provisions of its own charter, Act of incor- with real poration or other creating instrument, acquire, hold, mortgage, alienate and otherwise dispose of real estate in Manitoba and any interest therein to the same extent and for the same purposes and subject to the same conditions and limitations as if such corporation had been incorporated under part I of this Act, with power to carry on the business and exercise the powers embraced in the license.

execution of instruments relating to

(2) Every mortgage, conveyance, lease or other instru- Manner of ment affecting land, executed under the seal of such corany poration, or, in case such corporation has no seal, executed land. by such corporation, and signed by the president, vice-president or manager of the corporation and by the secretary or treasurer thereof, or by two of the directors, trustees or other members of the board of management or other governing body, shall be binding on the corporation according to the tenor and effect of such instrument.

of Act.

(3) The preceding sub-section shall not apply to com- Application panies incorporated under chapter 79 of the Revised Statutes of Canada, 1906. 9 Ed. 7, c. 10, s. 10; 1 Geo. 5, c. 9, s. 1.

Amount of

real estate to

113. The powers of any corporation, licensed under the provisions of this part, with respect to acquiring and holding be held may real estate, shall be limited in its license to such annual or in license. actual value as may be deemed proper. 9 Ed. 7, c. 10, s. 13.

FORMALITIES TO OBTAIN LICENSE.

be limited

be filed with

114. Any corporation applying for a license shall file in Documents to the office of the Provincial Secretary of Manitoba a certified Provincial copy of the charter, Act of incorporation or articles or

Secretary.

Powers of attorney.

memorandum of association of such corporation, with a declaration or proof that said corporation is still in existence and legally authorized to transact business under its said charter or Act of incorporation or articles or memorandum, and shall also file as aforesaid a power of attorney to some person resident in this Province, signed by the president or vice-president, or managing director or two directors, and by the secretary thereof, sealed with the corporate seal (if any) of the said corporation, and verified as to its authenticity by the statutory declaration of one of the principal officers of such corporation, or of any person cognisant of the facts necessary for such verification, which power of attorney must show the exact place of residence or business of the person so appointed, and must expressly authorize the person therein Contents of named, within the said Province, to accept service of process in all suits and proceedings against such corporation within the Province, and must declare that service of process on such person in respect of such suits or proceedings shall be legal and binding on such corporation, to all intents and purposes whatever, and waiving all claims of error by reason of such service. Such corporation may from time to time, by a new or other power of attorney, verified as aforesaid, and accompanied by similar declaration as aforesaid, appoint another person resident within the Province for the purposes aforesaid, giving his exact address, to replace the attorney formerly appointed.

New power of attorney in case of change.

Service of process against corporation

upon attorney

named in

power to be

good service.

If head office in Manitoba, power of

attorney not required.

Proof of compliance with Act.

(2) After such certified copy of the charter and such power of attorney are filed as aforesaid, any process in any suit or proceedings against such corporation, for any liability, may be served upon such attorney, until he be so replaced as aforesaid, and thereafter upon his successor from time to time duly appointed hereunder, in the same manner as process may be served upon the proper officer of any company incorporated in the Province; and all proceedings may be had thereupon to judgment and execution in the same manner as in any civil suit in the Province.

(3) The provisions hereof, so far as they relate to the giving of a power of attorney to some person in this Province, and the filing of such power of attorney with the Provincial Secretary, shall not apply to any corporation having its head office within the Province. 10 Ed. 7, c. 15, s. 1.

115. Upon the application for a license the applicant shall establish to the satisfaction of the Provincial Secretary, or such other officer as may be charged by him to report thereon, that the provisions of this part and the regulations made hereunder have been complied with, and the Provincial

Secretary, the Deputy Provincial Secretary, or such other officer, may for the purposes aforesaid, or for any other purpose under this part, take any requisite evidence in writing under oath or affirmation. Proof of any matter which may be necessary to be made under this part may be made by statutory declaration or by affidavit or by deposition before the Provincial Secretary or Deputy Provincial Secretary, or other officer as aforesaid, or before any justice of the peace or commissioner for taking affidavits or notary public, who for this purpose are hereby authorized and empowered to administer oaths or to take affirmations, or, if made outside of Manitoba, may be made before any person authorized to take affidavits under "The Registry Act." 9 Ed. 7, c. 10, 8. 9.

to matters
to be deemed

116. The provisions of this part or of any Act or Acts Provisions as for which this part is substituted, relating to matters pre-preliminary liminary to the issue of license, shall be deemed to be direc-directory tory only, and no licenses issued or which have heretofore only. been issued under this part, or said Act or Acts, shall be held void or voidable on account of any irregularity or insufficiency or non-existence of any matter preliminary to the issue of said license. 9 Ed. 7, c. 10, s. 12.

NOTICE OF LICENSE.

issue of

published by

in Gazette

paper.

117. Every corporation obtaining such license as afore-Notice of said shall forthwith give notice thereof in The Manitoba license to be Gazette, and in at least one newspaper in the municipality, corporation city or place where the principal agent or manager of such and newscorporation in the Province transacts the business thereof or its head office is situated (if in this Province), of which one insertion in said Gazette and newspaper respectively shall be sufficient, and, unless the head office of such corporation is in Manitoba, such notice shall state the name of the agent or manager so appointed as aforesaid, or, when a new agent notice. or manager shall be appointed under the provisions hereof, the name of such new agent or manager, and the like notice shall be given when such corporation shall cease to carry on business within the Province. 9 Ed. 7, c. 10, s. 11.

PROHIBITIONS.

Contents of

business

license pro

118. No corporation coming within class V or VI shall Carrying on carry on within Manitoba any of its business unless and until without a license under this part so to do has been granted to it, and hibited. unless such license is in force, and no company, firm, broker, prohibited, agent or other person shall, as the representative or agent of corporation or acting in any other capacity for any such corporation,

Agencies

unless

licensed.