836 SECRETARIAL PRACTICE S. 45. The issue of shares at a discount requires the sanction of a two-thirds majority of the share-: holders at a special or general meeting. S. 54. Not less than 10 per cent. of the allotted stock must be called up within a year of the incorporation of the company. company, except one dealing in shares, may purchase shares in any other company except on the authority of a by-law passed by a twothirds majority of shareholders at a special meeting. ‘he directors may make by-laws for borrowing money; issuing or disposing of debentures; mortgaging property of the company; creating and issuing preference shares; creating and issuing debenture stock, and for the conversion of any class of shares or securities into any other class. Such by-laws require confirmation by a two-thirds majority of shareholders at a special meeting. 5. 80. Annual statement made up to 31st December previous must be filed by 1st February in each year. Extra-Provincial corporations. Corporations (other than those specially exempted) incorporated outside Manitoba require a license before carrying on business in the Province. The purchase or sale of goods by travellers, or by correspondence, if the corporation has no resident agent or place of business in Manitoba, does not constitute ‘carrying on business.’ (Ss. 107-108.) Such corporations must file with the Provincial Secretary a copy of their charter and regulations and a power of attorney appointing a resident agent. (S. 114.) All licensed corporations must file an annual return in the form required by s. 8o of the Manitoba Companies Act or such further or less information as the Lieutenant-Governor-in-Council may require. The Loan and Trust Corporations Act, No. 41 of 1924 applies to all loan corporations and trust companies carrying on business 'n Manitoba (not being chartered banks or insurance companies). The main provisions are: — A balance sheet is to be prepared at least once in every year. The accounts of the company are to be examined by an auditor at least once in every year and an auditor’s report must be made thereafter.