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.