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 two-
thirds 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) incor-
porated 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.