Law Corporations

A law corporation may practise law in Manitoba through one or more practising members or as a member of a general partnership of law corporations or of law corporations and members.

Requirements – S. 32(1) of The Legal Profession Act

Each voting share of the corporation must be legally and beneficially owned by a practising member of the Law Society or by a law corporation.

Non-voting shares must be legally and beneficially owned by

1. a person who is a voting shareholder of the corporation,
2. a spouse, common-law partner or child, within the meaning of the Income Tax Act (Canada) of a voting shareholder of the corporation,
3. a corporation each share of the capital stock of which is legally and beneficially owned by a person referred to in paragraphs (a) or (b).

Each director and the president of the corporation must be a practising member.

Each member through whom the corporation will be carrying on the practice of law must be authorized to practise law in Manitoba.

If any person or law corporation that owns shares ceases to qualify as a voting or non-voting shareholder then the permit may be revoked.  Any irregularity must be corrected within the time frames set out in the act.

Law Corporations must disclose on all letterhead and in all advertising that the legal services are being provided by a law corporation.

1. Reserve a Corporate Name

To reserve a corporate name, apply to the Companies office by emailing companies@cca.gov.mb.ca

If you intend to use the name of a former or founding partner of your firm in your corporate name, you will need to provide the Companies Office with the written consent of that individual or the individual’s estate to use the name.

In choosing a corporate name, keep in mind that:

• The name must include the words “law corporation” (s. 32(1)(b) of The Legal Profession Act)
• The name must comply with Law Society Rule 5-112 in that it must not be misleading and complies with provincial and federal statutes and regulations

2. Apply for Certificate

Submit an Application for Corporate Name Certificate to the Law Society for a certificate that the Law Society consents to the proposed name.  The Law Society will provide its consent if the proposed name meets the criteria under s. 32(1)(b) of The Legal Profession Act and Law Society rule 5-112.

3. Register the Law Corporation

Apply to the Companies Office to register the corporation and file the Certificate from the Law Society.

4. Apply for a Law Corporation Permit

Submit an Application for Law Corporation Permit and include the following:

(a)        copy of all Articles of Incorporation and amendments;

(b)        copy of the Law Society’s Certificate Respecting Corporate Name;

(c)        permit fee.

A Law Corporation Permit is valid from the effective date shown on it until the following March 31^st unless it is previously surrendered, suspended or revoked.

A law corporation must advise the chief executive officer of any change to the information contained in the permit or renewal application by filing a Notice of Law Corporation Changes within 15 days of the change.

To change the name of a law corporation that holds a valid permit, apply to the chief executive officer by contacting Debra Rossol at drossol@lawsociety.mb.ca or 204-926-2048.

Questions can also be directed to Debra Rossol.