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Declare an interest
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Manitoba stands fully covered: its own filings and guidance stand in the books beside the federal ones.
A director with a stake in a decision says so, and takes no part in deciding it.
A director or officer who stands on the other side of a material contract with the corporation declares the nature and extent of the interest — in writing to the corporation, or into the minutes of the directors’ meeting. Binds: Manitoba corporations under The Corporations Act.
The law’s own words
“A director or officer of a corporation who (a) is a party to a material contract or proposed material contract with the corporation; or (b) is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the corporation; shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest.”
The Corporations Act (Manitoba), s. 115(1) · Read it at Manitoba · Verified 2026-11-08
“For the purposes of this section, a general notice to the directors by a director or officer, declaring that he is a director or officer of or has a material interest in a person and is to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made.”
The Corporations Act (Manitoba), s. 115(6) · Read it at Manitoba · Verified 2026-11-08
The Corporations Act (Manitoba), section 115
“A director or officer of a corporation who (a) is a party to a material contract or proposed material contract with the corporation; or (b) is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the corporation; shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest.”
Source: Manitoba Laws — The Corporations Act, CCSM c C225, s. 115 · Checked 2026-11-08