Annual meeting requirements in Manitoba (MCA)
Manitoba corporations must hold an annual shareholders' meeting under MCA s. 124 within 15 months of the previous meeting and within 6 months of the fiscal year end. The meeting can be replaced by unanimous written consent under MCA s. 133.
| MCA s. 124 | Annual meeting required |
|---|---|
| MCA s. 133 | Resolution in lieu of meeting |
| MCA s. 126-130 | Notice, quorum, voting |
| Deadline structure | Within 15 months of previous AND within 6 months of fiscal year end |
| First meeting | Within 18 months of incorporation |
| Auditor waiver | MCA s. 188 (unanimous shareholder resolution) |
- Annual meeting under MCA s. 124 within 15 months of previous and 6 months of fiscal year end
- First annual meeting within 18 months of incorporation
- Three required matters: director election, financial statements, auditor (or waiver under s. 188)
- Replaceable by unanimous written consent under MCA s. 133
- Notice 21-50 days before the meeting (subject to bylaws)
MCA s. 124 requirements
Section 124 of The Corporations Act (Manitoba) requires every Manitoba corporation to hold an annual shareholders' meeting within 15 months of the previous annual meeting AND within 6 months of the fiscal year end. The framework parallels the federal CBCA. The first annual meeting must be held within 18 months of incorporation.
Three required matters
Three substantive matters must be addressed: (1) election of directors for the upcoming term; (2) presentation of the financial statements; (3) appointment of an auditor, or a unanimous resolution under MCA s. 188 to dispense with the auditor (available only to non-public corporations).
Written consent under MCA s. 133
The annual meeting can be replaced by a written consent signed by all voting shareholders, under MCA s. 133. For closely-held Manitoba corporations, the consent route is the standard practice. The consent is dated as of the date of the last signature.
What's distinctive about Manitoba
Manitoba's annual-meeting framework closely tracks the federal CBCA. The auditor-waiver under s. 188 requires unanimous shareholder agreement and applies year-by-year. Manitoba has not enacted the explicit virtual-meeting reforms that BC has, so virtual meetings are governed by the corporation's bylaws and the general procedural provisions of the Act. The 15-month-and-6-month deadline combination is the binding constraint for most calendar-year corporations.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election, financial statement approval, and auditor appointment or waiver pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete minute book record.