What Manitoba requires
- Manitoba's annual return is due to the Director no later than the last day of the month after the anniversary month (the month of incorporation or amalgamation); a director, officer or agent signs it and certifies it correct as of the last day of the anniversary monthThe Corporations Act s. 121 ยท Corporations Regulation, M.R. 385/87 R s. 8
- Annual meetings: the first within 18 months of the corporation coming into existence, each later one within 15 months of the one beforeThe Corporations Act s. 127
- Shareholders can replace a meeting with one written resolution covering all its business, signed by everyone entitled to vote; it takes effect on the date it states, never earlier than the first signature, and a copy goes with the shareholders' minutesThe Corporations Act s. 136
- Directors can act without meeting through a written resolution signed by all of them who may vote on it, effective from the date it states but not before the first director signed; a copy goes with the directors' minutesThe Corporations Act s. 112
- Each annual meeting receives comparative statements for the last completed financial year, or a period ending at most six months before the meeting, plus any auditor's report and further information the articles, by-laws or a unanimous shareholder agreement call forThe Corporations Act s. 149 (1)
- Going without an auditor takes a shareholder resolution that every shareholder consents to, holders of non-voting shares included, and is open only to a corporation that is not required to comply with section 154; it expires at the next annual meetingThe Corporations Act s. 157
- Manitoba corporations keep a register of the individuals with significant control over them (names, dates of birth, addresses, tax residence, the dates and the way they hold control), review it at least once every financial year and enter anything new within 15 daysThe Corporations Act s. 21.1
Resolutions that stand in for meetings
Manitoba lets the shareholders deal with all of an annual meeting's business in one written resolution, signed by everyone entitled to vote. The resolution can carry its own effective date, as long as that date is not earlier than the day the first shareholder signed.
Directors work the same way: a resolution signed by every director entitled to vote counts as a meeting, from the date it names but never before the first signature. Both kinds of resolution are filed with the minutes.
The meeting and the statements
The first annual meeting comes within 18 months of the corporation coming into existence and every later one within 15 months of the one before. The comparative statements put before it run to the end of the last completed financial year, or to a date no more than six months before the meeting, so a December year end points to June 30.
Annual return, auditor and register
The annual return reaches the Director by the last day of the month following the anniversary month, signed by a director, officer or agent who certifies it correct as of the anniversary month's last day.
To go without an auditor, every shareholder, voting or not, must consent to the resolution, and it lapses at the next annual meeting. The significant control register is reviewed at least once each financial year and updated within 15 days of learning something new.
Common mistakes
- Back-dating a written resolution to before the first signature: Manitoba does not allow it.
- Letting only voting shareholders sign the decision to go without an auditor.
- Certifying the annual return as of the filing date instead of the last day of the anniversary month.
- Leaving the significant control register untouched from one financial year to the next.
Sources
- The Corporations Act s. 121, checked October 25, 2026
- Corporations Regulation, M.R. 385/87 R s. 8, checked October 25, 2026
- The Corporations Act s. 127, checked October 25, 2026
- The Corporations Act s. 136, checked October 25, 2026
- The Corporations Act s. 112, checked October 25, 2026
- The Corporations Act s. 149 (1), checked October 25, 2026
- The Corporations Act s. 157, checked October 25, 2026
- The Corporations Act s. 21.1, checked October 25, 2026
Last reviewed October 25, 2026. Next review due January 25, 2027. This page explains published rules to help you write your report. It is not legal advice; the official text linked above governs.