1. Go to: Companies Officelink on the Entrepreneurship Manitoba site.
2. Complete the following forms.Refer to any guidelines that accompany each of these documents.
   • Name Reservation (which involves filling out the forms as set out in the form "Instructions for Registering a Business name.)
   • Articles of Incorporation for a share capital corporation
   • Request for service (for filing articles)
   • Be sure to refer to any guidelines that accompany each of these documents.
3. When completing the forms, consider the following:
   • On theCompanies Office website, find the information so that you can properly calculate fees.Make sure that you do this accurately.
   • Read the instructions and guidelines on the forms carefully.Make sure that you set only the restrictions that you feel appropriate in drafting the forms, and that your corporation is set up in the articles so that it complies with any restrictions you place on it.
   • When choosing a company name, consider the following:
     • Corporations always must end in Ltd., Inc., or Corp, (or the long forms of Limited, Incorporated, Corporation) .
     • In drafting your name, be sure to look at the reasons for rejection of a name.
     • A name should have a general descriptor that describes the business, and a unique or distinctive element that distinguishes it from other companies.
     • Names that are too similar to other company's names will be rejected. You must name the corporation; a numbered corporation is not acceptable for this exercise.
   • Put your name(s) in as first directors and incorporators, and put in an artificial address.
   • Create at least two classes of preferred shares and two classes of common shares.
   • The preferred shares should have the following characteristics:
     • entitled to dividends, with one class having priority over the other, and with both classes having priority over the common share classes
     • each class must have a set value for dividends
     • no voting rights
     • no right to share of assets on dissolution
     • both classes redeemable
     • one class retractable
   • The common shares should have the following characteristics:
     • voting rights, with one class having more votes per share than another
     • entitled to dividends if there is sufficient profit and the Board decides to grant same
     • equal share of assets on dissolution
   • Identify the number of directors, put in restrictions on share transfers and business and add other provisions as you see fit.

Part B:

Answer the questions listed below:

1. Is your corporation a public or private corporation? Why do you feel that it is public or private?
2. You are a director in XYZ Corporation. You are also a director in ABC Corporation, a company with which XYZ Corporation wants to do business. What are your obligations to XYZ Corporation? Why?
3. If someone wants to change the purpose of a corporation from selling computers to rental of office space, what protection does a shareholder with no voting rights have if they feel that this will be harmful to the profits of the corporation? What rights does a shareholder who votes against the change have if they feel that it will be harmful to the profits of the company?
4. Identify one advantage and one disadvantage which your corporation has, compared to a partnership.

• Explain the importance and legal significance of primary business entities: Compare advantages and disadvantages of corporations and the laws and legal risks relating to this type of business entity.
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