Navigating Business Opportunities and Legal Structures in Manitoba

8082 Words 4 min read Sep 13, 2024

Manitoba is a Canadian province that borders Saskatchewan to the west and Ontario to the east. It is one of the prairie provinces and has a landscape of prairies, forests, mountains, rivers and lakes stretching from Hudson Bay on the eastern side to the Arctic Tundra in the north. Manitoba has a population of about 1.3 million people and has its headquarters in Winnipeg. The province has vast business opportunities ranging from tourism to agriculture. The government of Manitoba has been continually working to make starting a business as accessible as possible for its residents. For instance, different programs are available for people that desire to start farming, such as AgriInsurance, AgriDiversity and AgriInvest (Dubois, 2022). Individuals that reside in other countries but have excellent business ideas have also been provided with The Entrepreneur Pathway that guides them on how to immigrate to the province and start their business (Dubois, 2022). Nonetheless, depending on the type of business that one intends to put up, there are different legal forms that they have to submit. This essay explores the entire business legal structure and process of business registration in Manitoba.

Different Legal Forms of Business Ownership

After conducting market research, developing a business strategy and seeking financing, the entrepreneur needs to pick a business structure. The business structure also determines the legal forms required to get it running.

1. Sole Proprietorship

In a sole proprietorship, the entrepreneur has complete control of the business; it is also very inexpensive and easy to set up as there is no need for registration with the province (Dubois,2022). However, the entrepreneur is fully liable for all their obligations and debts to the business. This implies that in case of business failure, the entrepreneur will lose their assets such as savings and home.

1. Partnership

A partnership comes with increased capital and shared liability. They are the most suitable when there is more than one owner (Dubois, 2022). Partnerships can either be limited or general. General partnerships allow for the liability of all partners and equal power to make decisions, while the limited partnership has limited partners restricted control over the business.

1. Corporations

Corporations are much more complex than sole proprietorships and partnerships. They come with advantages, such as being a separate legal entity and having limited liability. They can be either provincial or federal. Manitoba requires that all corporations be registered with the Companies Office.

1. Non-Profit Corporations, Cooperatives and Societies

Non-profit corporations and cooperatives are much more expensive to incorporate and also more expensive to operate, but they also come with limited liability and allow ownership of property.

Advantages and Disadvantages of Different Legal Forms of Business Ownership

2.1. Sole Proprietorship

Advantages

Disadvantages

Usually has a low startup

The owner has unlimited liability for the

company's debts, and there is no distinction

	between business and private assets (Tasmanian Government, 2023).
The owner keeps all profits.	There is limited capacity for raising capital (Tasmanian Government, 2023).
Easy to establish and operate	The role and responsibilities in making day- to-day decisions solely lie with the owner (Tasmanian Government, 2023).
It is easy for the owner to change the legal structure later (Tasmanian Government, 2023).	It is hard for the business to retain employees of high caliber.
	Taxation happens to a single person, and the business has a limited life.
*2.2.* *Partnership*
Advantages	Disadvantages
There is an extra set of hands	The partner cannot make decisions on their own.
There is additional knowledge	Profits need to be split.
There is less paperwork compared to a corporation	There may be disagreements.
The financial burden is less.	The partners are still not separate from the business.
There are fewer taxes involved.	Taxation is done individually.
*2.3.* *Corporation*
Advantages	Disadvantages
Easier capital access, continuity, business security, and protection from personal liability.	Protocols and rigid formalities must be followed, subject to double taxation and time- consuming.
Non-Profit Organizations
Advantages	Disadvantages
Continued existence, it can get funding, is entitled to the property, can start legal action, and has limited liability.	Its incorporation is more expensive. The operation of a non-profit organization or society is more expensive. This comes as an

administrative burden where the auditor needs to be appointed (Companies Office Website,

2023).

New Registration
1. Sole Proprietorship and Partnerships

Forms	Description	Fee
Request for reservation of name	Name reservation is needed before registration of a name.	$45.00
Name Registration of the business	Registration of an unincorporated business, such as a partnership or a sole proprietorship	$60.00
Registering of a Limited Partnership	Registering an extra- provincial limited partnership or a Manitoba Limited Partnership	$350.00
Registering a partnership that has limited liability	Registration of an extra- provincial limited liability partnership or a Manitoba partnership with limited liability	$350.00
Power of Attorney	The appointing of a power of attorney is needed when none of the registrants of the unincorporated business	$40.00

resides in Manitoba.

Consent & Undertaking/ Consent

This applies when one company is giving another

consent to use their name

1. New Corporations

Forms	Description	Filing Fee
Requesting name reservation.	Before the incorporation of a new corporation in Manitoba, a name is required.	$45.00
Articles of Incorporation (Share Capital)	Needed in the incorporation of the new business in Manitoba	$350.00
Articles of Incorporation (without share capital)	For incorporation of a new corporation in Manitoba that is non-profit.	$120.00
Consent to Act as the first director of the incorporation	This refers to the consent to be the director of a new corporation in Manitoba when the individual is not an incorporator of the corporation (this is filed with the articles of incorporation)	No fee is charged.
Articles of Amalgamation (Share Capital)	These are needed when an amalgamation of two corporations in Manitoba is being done to form a corporation with share	$350.00

	capital.
Articles of Amalgamation (without share capital)	This is needed during the amalgamation of two or more corporations in Manitoba in the formation of a corporation without share capital.	$350.00
Power of Attorney	During the formation of a corporation, a power of attorney needs to be appointed when no officers or directors of a corporation in Manitoba reside in the province.	$40.00
Certification of counterparts	This is the certificate of comparison given to the lawyer during the submission of documents in counterpart.	No fee is charged.

1. New Cooperatives

In coming up with a new corporative in Manitoba, the following payments are made for new registration:

Forms

Filing Fee

Requesting name reservation.

$45.00

Articles of Incorporation

For incorporation that is not in subclause (ii), the charges are

$250.00

For incorporation of a cooperative

	under community service, the charge is $70.00
Request of consent to perform in the capacity of the first director.	No fee is charged.
Articles of amalgamation	$250.00
Options of paying.	Payments in the company's office are done through Mastercard or Visa.

(information in these tables has been obtained from the Companies Office website, 2023)

After a business has been registered, the entrepreneur usually takes the next step is opening a business bank account. At the local financial institution, the entrepreneur can open a bank account. The requirements for opening the bank account are a copy of the business registration document, the Business Number and a partnership agreement. After opening the bank account, the entrepreneur can consider registering a domain name for the business.

Reserving a domain name is essential in creating a website and obtaining a custom email address (World Trade Center Winnipeg, 2021). To confirm if the Internet registration authority is available, the entrepreneur can check with the Canadian Internet Registration Authority through www.cira.ca.

After completing the above steps, an entrepreneur must confirm whether to apply for a business license. Application for an occupancy or building permit also needs to be done.

Businesses outside the city of Winnipeg, they must get in touch with their local municipal offices. Application for a vendor/ direct seller's license may also be required. This is particularly important if one plans to advertise their goods through a vehicle, flyers, business cards or door- to-door (World Trade Center Winnipeg, 2014). An application for registration must be made to Manitoba as a craft operator/home hobby, renovator or manufacturer. Registration of tax accounts is also essential. PST or RST stands for retail sales tax, which refers to the tax applied on rental or retail sales of goods and services in Manitoba. The Goods and Services Tax covers taxes that are applied to most services and supplies in Canada.

Maintenance of business records is also essential for any business. They are mandated by the law to record all their transactions as support for their expenses and income. The business must keep tax documents for at least six years from the current year. Different documents have different retention periods, which a business must adhere to. Further guidance regarding this can be obtained from ARMA International, HR professional personnel, lawyers or accountants.

Insuring property is also essential for a business, whether starting up or running for some time. Businesses must consider other insurance forms such as bonding, inventory, errors and omissions, business interruption, disability and liability. For businesses intending to export and import commercial goods, adding an export/import account to their business through contact with the Canada Revenue Agency is essential. Some of the factors to consider for such businesses include international trade agreements, labeling and packaging requirements, and export/import controls.

References

Companies Office Website. (2023). Forms and Fees. https://companiesoffice.gov.mb.ca/forms.html

Dubois, A. (2022, October 25). How to Register a Business in Manitoba? Hardbacon.

https://hardbacon.ca/en/business/register-a-business-in-manitoba/

Tasmanian Government. (2023). Sole Proprietorship- Advantages and Disadvantages. https://www.business.tas.gov.au/manage_a_business/tax/choosing_a_business_structure/sole_proprietorship

World Trade Center Winnipeg. (2014, April). Starting a Business in Manitoba Checklist. https://cfmanitoba.ca/images/heartland/docs/starting-a-biz-checklist.pdf

World Trade Centre Winnipeg. (2021, August). Your Guide to Starting a Business in Manitoba. https://www.wtcwinnipeg.com/wp-content/uploads/2021/10/Your-Guide-to-Starting-a-

Business-in-MB.pdf