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A GUIDE TO DOING BUSINESS IN MANITOBA

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A GUIDE TO DOING BUSINESS IN MANITOBA Powered By Docstoc
					         A GUIDE TO DOING BUSINESS IN MANITOBA



                                          Prepared by:

                                     Silvia de Sousa
                             Thompson Dorfman Sweatman LLP
                                    Manitoba, Canada

                                   Updated: January, 2006


This is a general guide to certain laws applicable to doing business in Manitoba. No warranty is
made with regard to these materials. They have been prepared primarily for a seminar on 'Basic
Legal Requirements: A General Overview' organized by the Women's Enterprise Centre and held
on September 26, 2002. These materials are not to be used or reproduced without written
permission from Silvia de Sousa, Thompson Dorfman Sweatman LLP. The material presented
may be incorporated into the working knowledge of the reader but its use is predicated upon the
professional judgment of the user that the material is correct and is appropriate in the
circumstances of a particular use. The information contained in this publication is given by way
of general reference only, is not intended to provide legal advice, and is not to be relied upon in
any factual situation as it does not cover all laws or regulations that may be applicable in all
circumstances. No responsibility will be accepted by the authors or publishers for any inaccuracy
or omission or statement which might prove to be misleading. You are advised to seek your own
professional advice before proceeding to invest or do business in Manitoba.
                               TABLE OF CONTENTS

I. FORMS OF ORGANIZATION

      A. Sole Proprietorship

      B. Partnership

      C. Limited Partnership

      D. Corporation

      E. Co-operative

      F. Co-ownership

      G. Joint Venture

      H. Franchises and Licences

II. COMMERCIAL LEASES

III. HUMAN RIGHTS LEGISLATION

IV. LABOUR LAW ISSUES

V. LICENCES AND PERMITS

VI. ZONING ISSUES
I. FORMS OF ORGANIZATION
One of the many decisions that must be made in starting a business concerns the form of
organization that the business will take. There are a variety of forms of business organization in
which business activity may be carried on, including:

        (a) Sole Proprietorship;
        (b) Partnership;
        (c) Limited Partnership;
        (d) Corporation;
        (e) Co-operative;
        (f) Co-ownership;
        (g) Joint Venture;
        (h) Franchise or Licence.

The forms of business organization most commonly encountered in practice are sole
proprietorships, partnerships and corporations. When choosing the most appropriate form of
organization for a particular business, a number of factors ought to be considered, in particular:

        (a) ease of organization;
        (b) type of business;
        (c) expected length of the life of the business;
        (d) financing issues and capital requirements;
        (e) management issues;
        (f) number of persons involved in the business;
        (g) legal prohibition;
        (h) liability for the debts of the business; and
        (I) taxation issues.

A. Sole Proprietorship
A sole proprietorship is a business owned exclusively by a single individual who is responsible
for its finances and management. All benefits from the business accrue to the exclusive
enjoyment of the sole proprietor and all debts, obligations and liabilities of the business are the
sole responsibility of the sole proprietor. Under the law, the business is not a separate entity from
the sole proprietor. The sole proprietorship is a very common form of business organization that
is used by small businesses, especially in the early stages of their development.

Advantages
(1) The simplicity of the formation, organization and management of a sole proprietorship makes
it an attractive form for small businesses. It is both simple and inexpensive to create and dissolve.
The basic legal requirements for its creation is a business name registration (if required) and
licensing with the relevant authorities.

It may be necessary to register the name of the sole proprietorship with the Companies Office. If
the sole proprietor carries on business under some name other than her family name or surname,
registration will be necessary. For example, if Ms. Jones is the sole owner of a business she
proposes to call J.H. Jones Plumbing, she would not be required to register the name with the
Companies Office.

Be aware that there are certain names that are prohibited business names and cannot be used.
Furthermore, the business name must be registered with the Companies Office within one month
after the date on which the sole proprietor commenced carrying on business or within one month
prior to the date she intends to carry on business. This registration is effective for three years and
is renewable upon application and payment of fees.

(2) The sole proprietorship does not have to pay corporation capital tax.

(3) There is no separation between ownership and control of the corporation.

Disadvantages
(1) The sole proprietor is personally liable for all debts and liabilities of the business. She is also
personally liable for any tort committed by her and is vicariously liable for the torts committed by
employees in the course of their employment. Accordingly, the personal property and assets (i.e.:
house and automobile) of the sole proprietor can be seized for non-payment of bills and for the
payment of damages.

To avoid such an occurrence, some sole proprietors have registered certain personal assets in the
name of their spouse. This is allowed as long as it is done well before the financial problems of
the business are encountered, otherwise a court may very well construe the act as a deliberate act
to out manoeuvre creditors and will not allow it. Also, the sole proprietor may be able to limit her
liability through insurance.

(2) The life span of the business is confined to that of the sole proprietor.

(3) One person acting alone in a business may be unable to raise the capital requirements to
launch and operate the business. Many small businesses encounter financial problems as their
owners are reluctant to share ownership with others who are able to contribute the needed funds.

(4) There may be a taxation disadvantage with a sole proprietorship as tax rates for a sole
proprietorship can be higher than those of a corporation depending on the income level of the sole
proprietor. The sole proprietor must include the revenues and expenses from the business on her
personal income tax return and the income is taxed at whatever her personal rate happens to be.

B. Partnership
The partnership is a form of business organization other than a corporation existing between two
or more persons with the view to profit. It is the relation that subsists between persons carrying on
a business in common with a view to profit. A partnership can come into existence either through
an oral agreement or by written agreement and persons who have entered into a partnership are
collectively called the firm. Where there is no partnership agreement or where the partnership
agreement does not cover certain matters, The Partnership Act sets out a number of provisions
which govern the conduct of partnerships.

It is recommended that a partnership agreement be prepared in all partnerships to help settle any
subsequent disputes between partners. Arguments between partners will always arise, and
therefore, it is best to resolve possible points of contention at the outset and also to make
provisions for the settling of issues of dispute. The purpose of the partnership agreement is to set
out certain terms including:

        (a) the rights and responsibilities of the partners;
        (b) the capital contributions of each partner;
        (c) the division and calculation of profits and losses;
        (d) the time and energy that each partner will devote to the business;
        (e) provisions for retirement;
        (f) provisions for death;
        (g) provisions for termination and/or re-organization;
        (h) term of partnership;
        (i) future contributions;
        (j) vacations;
        (k) accounting principles;
        (l) non-competition clause;
        (m) expulsion of partner;
        (n) grounds for dissolution;
        (o) admission of a new partner;
        (p) partnership property;
        (q) meetings, notice provisions, procedure, voting; and
        (r) arbitration of disputes.

Advantages
(1) With the special exception of the limited partnership, there are no formal requirements
required to set up a partnership. However, the partnership firm name must be registered with the
Companies Office and any change in the firm name, membership, capital contributed by a limited
partner in the case of a limited partnership, or dissolution of the partnership must be drawn to the
attention of the Companies Office.

                                                                   nd
(2) A partnership enables a group of persons to pool their skills a resources in a single
operation without the expense of incorporating a corporation.

Disadvantages
(1) As a partnership agreement is recommended, legal fees will be incurred for the preparation of
the agreement.

(2) Every partner is liable jointly and severally on his own and with his fellow partners for the
following:

        (a) the full amount of all the debts and liabilities incurred in the name of the firm by
        another partner whether the obligation was authorized by the other partners or not; and

        (b) any wrongful act or omission by any partner in the ordinary course of the business of
        the firm.

(3) Like the sole proprietorship, a partnership is not taxed as a separate entity. Rather, the share of
each individual partner of the business income is taxed as part of her personal income.

(4) A partnership must be dissolved and re-constituted every time a partner leaves, retires, goes
bankrupt or dies or when there is an unresolvable disagreement among the partners unless there is
an agreement to the contrary. Therefore, it can have a limited life.

C. Limited Partnership
To mitigate the possible harsh effects of complete individual liability under a partnership, the
legal system has created two types of partnerships:

(1) the general partnership where the liability of each and every partner is as described above; and
(2) a limited or special partnership where a member of a partnership is liable only to the extent of
her investment.

However, rigorous limitations are placed on the arrangement of limited partnerships and to
become and remain a limited partner one must:

(1) take no active part in the running of the business nor allow any business to be conducted in
your name. However, one can inquire about the progress of the firm and advise management; and

(2) register the limited partnership with the Companies Office.

Failure to comply with either of these requirements will cause a limited partner to be treated as a
general partner, and accordingly, she will lose the protection of her limited liability.

D. Corporation
A corporation, also known as a limited company, is a legal person with rights and duties under
the legal system. It can own property, sue or be sued and file income tax returns. Unlike its
human owners, a corporation will continue to exist even when its owners pass on. The owners of
a corporation are called shareholders as they are entitled to share the profits of the business. The
shareholders elect directors who in turn appoint officers who are responsible for the overall
supervision and management of the corporation. In a small corporation, the shareholders,
directors and officers could well be the same people. Furthermore, in Manitoba, it is possible to
have a single person corporation where one person is both the director and shareholder of the
corporation.

Advantages
(1) Unlike the participants in a sole proprietorship or a partnership, the shareholder of a
corporation is usually only liable to the extent of her actual investment in the shares of the
corporation or of any loans she may have made to the corporation. Shareholders are generally not
personally liable to pay the creditors of the corporation.

However, freedom from personal liability is no longer absolute insofar as ordinary corporate
debts are concerned and, in certain circumstances, in the event of bankruptcy or insolvency of a
corporation. For example , a shareholder who is also an officer or director may find herself
personally liable to employees of the corporation in respect of unpaid wages. Moreover, creditors
and lenders are often requesting personal guarantees from shareholders before they will authorize
loans to a small, closely held corporation which is not heavily capitalized or has few assets of its
own. These personal guarantees mean that the shareholder of the corporation is in much the same
position as a sole proprietor because her personal assets can be seized if the loan is in default. It is
recommended that shareholders carefully monitor any personal guarantees on loans and the
reducing of the guarantees as the loan is paid off.

(2) There are certain tax advantages that incorporation may offer over a sole proprietorship and a
partnership and this aspect should be investigated with your accountant when planning your
business set up.

(3) There is free and ready transfer of ownership of the corporation by the sale and transfer of
share certificates representing such ownership. In a partnership, a partner cannot sell her interest
without dissolving the partnership, unless there is an agreement to the contrary. This ease of
transfer also allows for perpetual succession of the corporation in the event of a death of the
shareholder.
(4) A corporation provides a facility for easier access to additional capital. There are two types of
corporations, private and public corporatio ns. Both can attract capital required for expansion or
operation. By Contract, a sole proprietor cannot offer ownership to potential investors without
changing the form of the organization.

(5) The corporation will continue to exist in perpetuity, unaffected by the lives of the individual
shareholders. A corporation will only come to an end where a majority of the shareholders
resolve to wind up the corporation, the court orders its dissolution or the Companies Office
                                       f
dissolves the corporation for breach o statutory provisions, usually for failure to file Annual
Returns.

(6) The formal structure of the corporation makes the business readily adaptable to larger, faster
growth without disorganization.

(7) In selecting a business organization form, it is often necessary to consider the other assets that
the owner may have and the long range plans for the disposition of those assets. A corporation
can be used as a vehicle to funnel the growth of the corporation to others, often family members,
and have tax advantages.

Disadvantages
(1) A corporation may be more expensive to start and operate. The business will have to be
incorporated either under the Canada Business Corporations Act or The Corporations Act
(Manitoba). If a business will be operating primarily in Manitoba then it is advisable to
incorporate provincially as the procedure is simpler and less expensive. The provincial
incorporation will allow the business to operate in other provinces but it cannot relocate its head
office to another province.

To incorporate a business, a corporate and/or business name must be reserved with the
Companies Office; this can be done either in person or on-line. The name should be distinctive
and should to some degree describe the type of business being carried on. Als o, the name must
end with Limited, Incorporated, Corporation or some shorter version thereof. Do not print
business cards and stationery until the name is registered as the name maybe unavailable. Once
the name has cleared with the Companies Office, appropriate forms (Articles of Incorporation)
must be filed with the Companies Office or the Federal Companies Office within 90 days of
receiving the name. Fees are charged by the Companies Office to register the name and to file the
appropriate incorporation forms. It is advisable to contact a lawyer to help you through this
process.

(2) There are annual requirements which make the corporation a more formal and expensive form
of organization to administer, including:

        (a) an Annual Return must be filed with the Companies Office;
        (b) a separate income tax return must be completed for the business; and
        (c) annual meetings of directors and shareholders must be held annually.

(3) There is separation between ownership and control of the corporation.

E. Co-operative
A cooperative is a distinct form of corporation. There are a number of differences of great
importance between it and the ordinary corporation, namely:
     • a cooperative is organized and operated for the purpose of providing its members with
     goods or services;
     • regardless of the number of shares a member possesses, no member has more than one
     vote;
     • the return of capital investment to the members is limited by legislation;
     • the cooperative surplus is returned to the members in the form of patronage refunds
     (sometimes called patronage dividends) and each member receives a share of that surplus
     proportionate to the business done by the member with or through the cooperative.

F. Co-ownership
Co-ownership may occur where two or more persons own property jointly. A co-ownership
agreement must be very carefully drafted to avoid the business being classified as a partnership.
Unless the co-ownership agreement otherwise provides, co-owners are able to freely deal with
their interests in the property. Co-ownership is similar to and may sometimes be a joint venture.

G. Joint Venture
The phrase joint venture is not a legal term. Generally, a joint venture refers to the joint
relationship of parties to conduct a specific or limited commercial venture without becoming
partners. The business enterprise is usually a single project or a specific type of project for a
certain length of time. As with any commercial enterprise, it is important to have a written
agreement governing the conduct of the joint venturers.

H. Franchises and Licenses
Franchises and licenses provide methods of transferring information and industrial or intellectual
property from one person to another in connection with a certain commercial activity. In a
franchise, the franchisor commonly grants to the franchisee the right to use a trademark or trade
name in connection with the supplied goods or services. The franchisor usually requires the
franchisee to use operating methods and procedures developed and controlled by the franchisor.
Frequently, the franchise agreement provides for training, site selection, management and
accounting systems, construction and equipment of the premises, advertising, marketing and
inventory provided by the franchisor to the franchisee. The franchisor maintains a continuing
interest in the business of the franchisee, often with compensation to the franchisor.

II. COMMERCIAL LEASES
A lease is both a conveyance of an estate and land and a contractual document. There are various
types of leases such as ground leases, warehouse leases, office leases, shopping centre leases or
retail leases. The parties to a lease are generally the landlord and the tenant. They are also
referred to as the lessor and lessee. Generally , no two lease negotiations are the same and the
party whose lease form is used initially has the bargaining advantage. However, this does not
                                                                                 e
necessarily mean that a party cannot request a change or addition to the l ase should it be
necessary. Prior to signing a lease, one should review the lease very carefully and make sure that
all the terms that have been agreed to are there. When reviewing the lease, be aware of some of
the following issues:

1. A lease is sometimes classified as a net lease or a gross lease. Net leases are leases where a
landlord tries to get the tenant to pay for every cost and expense, whether capital or non-capital in
nature, except for structural repairs to the building which houses the tenant's premises. Gross
leases are leases where a tenant pays a fixed monthly sum which may increase over a period of
time and the landlord is responsible for the payment of all utilities, maintenance, repairs, taxes,
insurance for the property. This type of lease is normally found in older warehouse buildings and
small office rentals and is becoming a rarity.

2. The term 'Additional Rent' is used to describe all payments which a tenant is to pay to the
landlord under the lease other than minimum rent, which is the basic yearly rent the tenant has to
pay, and percentage rent, which is a percentage of the tenant's gross revenue in the premises over
a designated figure in any rental year.

3. The definition of 'Percentage Rent' will refer to the term 'Gross Revenue' and the greater the
gross revenue of the tenant, the greater the potential for the tenant to pay percentage rent to the
landlord. Therefore, a tenant should carefully review what is included in the definition of 'Gross
Revenue' since a landlord usually wants all monies from all goods sold or rented and services
performed in the premises to be included as part of the tenant’s gross revenue.

4. A tenant is normally required to pay a proportionate share of the landlord's costs of operating,
maintaining, repairing, replacing and managing the common areas and facilities of the property.
As a tenant, you want to make sure that you are aware of these common areas and the costs
associated with these areas.

5. The area leased by a tenant is normally referred to as 'the premises'. Typically, the lease will
include a formula of floor measurement whereby every square inch of the premises is included in
the definition of' Premises' in the lease. The amount of rent a tenant will pay will be based on the
size of the p  remises, and therefore, a tenant should insist that upon occupancy the space be
professionally measured and confirmed in writing by both parties.

6. A tenant should specifically indicate in the lease those items which it would like to remove
upon termination of the lease and specifically set out in the lease that these items are deemed to
be trade fixtures. For example, counters, shelving units and track lighting are items which a tenant
should try to have designated as trade fixtures. Also, if a tenant has a unique or special decor,
logo or display that relates specifically to its business, it should expressly provide in the lease that
it has a right at the end of the term to remove these items.

7. A lease may provide for a rent-free period for fixturing. If this is the case, the lease should
specify whether the tenant is relieved from the base rent only or from both the base rent and the
additional rent during the applicable period.

8. Extension option provisions in a lease usually specify that the tenant cannot have defaulted
under the lease in order to be able to exercise the option. A tenant should ensure that the
prohibition against default is limited to default at the time that the option is exercised.

9. The landlord will usually include a clause in the lease which provides that the 'landlord shall
not be responsible for any costs, charges, expense and outlays of any nature whatsoever arising
from or related to the premises, and the tenant shall pay all charges, impositions, costs and
expenses of every nature and kind relating to the premises and further that any amount or
obligation which is not expressly declared to be the of the landlord shall be the responsibility of
the tenant to be paid or performed by or at the tenant's expense'. A tenant should always seek to
have the words 'except as expressly herein set out' inserted into this type of clause as there are a
number of costs for which the tenant is clearly not responsible.

10. A tenant should carefully review the repair obligations on the tenant in the lease and attempt
to negotiate as many exceptions to this general requirement, like structural repairs. Also, the
tenant should insert a clause in the lease stating that the landlord will make all repairs and
replacements to the premises that are not the obligation of the tenant to repair or replace.

11. As a general rule, a lease will stipulate that there is to be no assignment or subletting or other
transfer of the lease without the landlord's consent in writing. A tenant should refuse to accept
such a provision and request that the landlord's consent not be required at all under certain
circumstances, for example, in the event of a merger or corporate re-organization of the tenant.
Also, the tenant should require that the clause state that the landlord may not withhold its consent
unreasonably.

12. The insurance provisions in a lease are usually among the most complex and misunderstood
clauses in the entire lease document. A tenant should submit a copy of the insurance provisions to
its insurance broker and ask for her comments. A landlord usually seeks to limit her liability
under the lease to which a tenant can agree provided that the landlord's liability is not limited in
the event or in the case of her own negligence or the negligence of those for whom in law the
landlord is responsible.

13. A landlord also usually seeks full indemnification from the tenant to which the tenant again
can agree provided it does not grant an indemnification to the landlord for damage caused by a
landlord's negligence of those for whom the landlord is responsible.

14. Most leases will contain a long list of acts which will constitute default under the lease. The
consequence of such default will always include the right of the landlord to terminate and re-enter
the premises. A tenant should insert into the lease that the landlord give the tenant sufficient
notice to the tenant so that she may cure the default.

15. Some landlords will attempt to provide in the lease that it is an act of default if the tenant fails
to pay any rent when due and the landlord will not be required to give notice to the tenant for
non-payment of rent. The tenant should seek notice from the landlord in the case of non-payment
of rent prior to taking any action against the tenant.

16. The tenant should always seek to receive the landlord's permission to register a caveat against
title to the property giving notice of the lease. The landlord will normally insist that it first
approve the form and content of such caveat.

17. The tenant should insist that the landlord obtain a non-disturbance agreement from its
creditors for the tenant to protect the tenant from the landlord's creditors. The usual best efforts
clause found in these types of provisions is not good enough.

18. A common provision in a lease will allow the landlord or its agent and employees to enter the
premises during business hours to exhibit them to prospective purchasers, mortgagees or tenants.
A tenant should insert into the lease that the landlord, when exercising such rights, will not
unreasonably interfere with the tenant’s business. If the lease allows the landlord to place on the
premises a notice, a tenant should make sure that this notice has reasonable dimensions and is
reasonably placed so as to not interfere with your business.

19. There is no statutory right to renew or extend a commercial lease. Therefore, a tenant should
make sure that there are renewal provisions in the lease.

20. A lease should contain an arbitration clause especially in leases with renewal provisions and
long term leases providing for periodic rent increases.
III. HUMAN RIGHTS LEGISLATION
Manitoba and Canada have enacted human rights legislation designed to ensure the equality of its
people. This legislation prohibits discriminatory practices in employment relationships by
employers and others. Discrimination has been defined as any distinction, exclusion or preference
based on certain grounds which nullifies or impairs equality of opportunity in employment or
equality of terms and conditions of employment. This definition includes the failure to make
reasonable accommodation for the special needs of any individual or group. The Human Rights
Code in Manitoba expresses fundamental opposition to discrimination based on the following:

    • ancestry and race including colour;
    • nationality;
    • ethnic background or place of origin;
    • religion or creed;
    • marital status;
    • source of income;
    • political beliefs;
    • physical and mental disability;
    • sexual orientation;
    • sex and gender related characteristics, including pregnancy and pregnancy-related issues;
    and
    • age.

Harassment is also a form of discrimination. There is no complete list of behaviours which can be
considered harassment but the following are some examples of behaviour which in the past have
been found to be harassment:

    • unwelcome remarks, jokes or conduct about any of the above enumerated grounds of
    discrimination;
    • display of sexist, racist or other offensive pictures, posters or other types of
    correspondence, including e-mail;
    • sexual solicitation and unwelcome advances, including leering or whistling, sexually
    suggestive remarks or gestures, unwelcome physical contact, gestures and sexual assault;
    and
    • physical assault.

Employers are responsible for providing their employees with a work environment which does
not discriminate and is free of harassment. They are required by law to take steps to prevent and
deal with discrimination and harassment in the workplace. If the employer fails to take all
reasonable steps to prevent and deal with discrimination in the workplace, the employer may be
liable for any discrimination which does occur even if the employer is unaware that the
discrimination is occurring. Therefore, an employer should take steps to create a discrimination-
free environment, including:

    • developing anti-discrimination and anti-harassment policies;
    • making it clear to all that discrimination will not be tolerated. Generally, this occurs
    through educational sessions sponsored by the employer;
    • developing an internal procedure for making, handling and investigating complaints of
    discrimination and harassment;
     • communicating the policies and procedures to all employees;
     • ensuring all managers and supervisors understand the policies, the procedures and the
     responsibility to provide a discrimination free workplace; and
     • investigating any complaints.

IV. LABOUR LAW ISSUES
At some point in your business, one may be required to hire employees to assist in carrying on the
business. In this regard, the following matters should be noted:

1. All employers are required by federal law to deduct certain amounts from the income of their
employees for employment insurance premiums, Canada Pension Plan contributions and income
tax. These three types of deductions are grouped together as payroll deductions collected and
remitted to the Canada Customs & Revenue Agency.

2. Job descriptions for the various positions in the business should be written up to promote
effective hiring and to aid and establish grounds for dismissal. In each job description, address the
desired skills, experience, education and personality traits that are suitable for that position and
job.

3. Be aware of the Human Rights Code in Manitoba which prohibits discrimination in any aspect
of employment unless the discrimination is based upon bona fide and reasonable requirements.
The Code will affect the application form, advertising, hiring practices and employment
relationships that the employer has with employees, and can affect such things as workplace
configuration and equipment used, and hours of work.

4. Maintain payroll records for Canada Customs and Revenue Agency purposes. The records
must include enough information to determine the contributions and premiums to deduct from
your employees in respect of income taxes, Canada Pension Plan and Employment Insurance.

5. Maintain employment records for each employee and include particulars of the employee's
attendance record, the quality of work, daily hours worked, overtime hours and overtime wage
rate, wage rate and payment particulars including amounts paid, deductions and the reason for
any deductions, vacation particulars, date of commencement of employment, documents relating
to maternity and parental leaves and other pertinent information. Also, it is very important that
the employer detail meetings, warnings or other disciplinary actions given to a particular
employee if a problem in their work arises requiring disciplinary action.

6. There are common law principles respecting termination of employment. The giving of proper
statutory notice or statutory termination pay, while it may satisfy the statutory duty, will not
necessarily be sufficient to satisfy the duty imposed at common law under contracts of
employment to give common law notice of termination or common law termination pay.

7. Manitoba has employment standards legislation providing not only for minimum wages but
also minimum age of employment, maximum hours of work, overtime pay rates, entitlement to
annual paid vacation, statutory holidays, leaves of absence, maternity and parental leave and
protection on termination of employment. This legislation requires that all employers establish
employment conditions that meet at least the minimum standards set out in the legislation.

8. Manitoba has a minimum age requirement of 16 years of age. No child (a person under the age
of 16 years) shall be employed except with written permission of the Minister in accordance with
a permit.
9. Personal investigations in connection with employment may not be conducted without the
written consent of the subject of the investigation or unless written notice is given to such person
that an investigation was conducted and such notice is given within ten days of the granting or
denial of the benefits sought. Consent to an investigation may be contained in the application for
employment if it is set out in ten-point type above the applicant’s signature. A person who has
been investigated has a right to examine information regarding herself that is contained in a file
compiled by a personnel reporting agency.

10. In Manitoba, there are limits on the number of hours an employee can be required to work in
a day or in a week. Employees are also entitled to have at least one 24 consecutive hour rest
period per week, and must be given regular breaks during the working day.

11. Minimum wage in Manitoba is $ 7.25 as of April 1, 2005.

12. For overtime work in Manitoba, which means more than 8 hours in a day or 40 hours in a
week, an employer must pay 150% of the regular wage. However, some exemptions apply to
certain types of employees in certain fields.

13. Employees are usually entitled to a paid vacation of 2 weeks for each year worked for the
same employer, which increases to 3 weeks after five years of consecutive employment.

14. Civic holidays are not statutory holidays and employers are not obliged to observe these
holidays unless they have agreed to do so in an employment contract or collective agreement. The
following are the statutory holidays in Manitoba:

        (a) New Year's Day;
        (b) Good Friday;
        (c) Victoria Day;
        (d) Canada Day;
        (e) Labour Day;
        (f) Thanksgiving Day;
        (g) Christmas Day.

An employer is required to pay wages to eligible employees for statutory holidays.

15. An employee who has worked for an employer for 7 consecutive months is eligible for
maternity leave of up to 17 weeks. An employer must ensure that the employee return to their
same job, or a comparable job with the same wages and benefits. Along with maternity leave,
parents, including adoptive parents, can also take up to 37 weeks parental leave.

An employer must be alert to the issues that arise where a Union or Association represents the
employees. In a unionized workplace either The Labour Relations Act of Manitoba or the
Canada Labour Code will apply.

V. LICENSES AND PERMITS
In Manitoba, there are many regulations regarding the requirement of businesses to obtain
licenses and permits. The requirement for licenses is to protect the public and established
businesses from unfair trade practices and to provide government with essential information in
order to create programs and legislation. Since both the provincial and municipal governments
have separate but overlapping authority with regard to the licensing of many businesses, one
should check with either a lawyer or the various government departments to be sure of complete
compliance.

The businesses and occupations listed in the License By-Law of the City of Winnipeg require
licenses. However, merely because your business is not listed does not necessarily mean that
there is no licence or permit required to carry on the business. To obtain a list of these businesses,
one should contact the City of Winnipeg Licensing Branch. Most businesses will also be required
to obtain an occupancy permit, development permit and/or home occupation permit from the City
of Winnipeg prior to commencing business. An application for a licence through the City of
Winnipeg is not standard to all businesses and depending on what the business is, it may be a
short process or it may be a longer process.

There may also be relevant provincial legislation which affects your business and requires you to
obtain certain licences. For example, if your business involves sales persons going door to door or
approaching customers to sell products, then a corporate vendor licence and/or direct seller
license may be required.

VI. ZONING ISSUES
The City of Winnipeg has enacted zoning by-laws to govern the land use in the City of Winnipeg.
There is one by-law for all areas of the City of Winnipeg except for the downtown area which has
its own by-law. Zoning by-laws generally prohibit the use of land, buildings and structures or the
erection of buildings and structures except for such purposes as are set out in the by-laws. These
by-laws divide communities into various zoning districts which may include:

        Agricultural/Rural District
        Parks and Recreation District
        Residential
        Commercial
        Industrial
        Mobile Home Park District

The zoning by-laws then set out with respect to each zoning district the description of various
uses of lands, buildings or structures within a particular district. These uses are designated as:

        (a) permitted uses;
        (b) conditional uses;
        (c) non-permitted uses;
        (d) accessory uses; and
        (e) temporary uses.

Zoning by-laws will have an impact on the nature of a business and its location. You may have
found a great location for your business to only be told by the City of Winnipeg that you will not
be able to carry on business on the property as it is not a permitted use under the by-laws.
Therefore, before incurring expenses and losing valuable time, one should contact the Zoning
Department at the City of Winnipeg and confirm:

        (a) the zoning by-laws that are applicable to the location that you are interested in starting
        your business;
        (b) the intended use for the location; and
        (c) the compliance of the property with zoning by-laws.
If you are unable to carry on business in the location that you prefer, you may apply to the City of
Winnipeg for a conditional use permit or a re-zoning order. The application process is expensive
and will cost at least $750.

				
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