How to buy a real estate brokerage in Manitoba: licences, ownership rules and what transfers

Buying a real estate brokerage in Manitoba means buying a business that the province registers, not only a client list and a lease. Manitoba’s Real Estate Services Act requires registration of real estate brokers and salespeople, property management, private sales and restricted brokerages, registration is with the Registrar appointed under the Act, and the Real Estate Division of the Manitoba Securities Commission publishes the registration forms and guidance. The Real Estate Services Regulation fills in the detail. This guide covers Manitoba only, and nothing here describes the rules in Saskatchewan, Ontario or any other province. This guide follows the Manitoba rules in the order a buyer meets them, and ends with documents to request.

Who regulates a brokerage in Manitoba

The Manitoba Securities Commission’s Real Estate Division describes The Real Estate Services Act as requiring registration of real estate salespeople and brokers, property management, private sales and restricted brokerages. The Act itself treats a brokerage as a registration category of its own, separate from the individuals who work in it. That matters on a purchase: the brokerage’s registration and each individual’s registration are different things, and a buyer needs to look at both before assuming anything carries over to the new owner.

The managing registrant is the centre of the structure

Under section 6(2) of the Act, a brokerage must, except as permitted by the regulations, engage a managing registrant at all times who is registered in relation to the brokerage. Section 7 says the managing registrant acts for the brokerage for all purposes under the Act and is responsible for its control and conduct and for supervising its other registrants. Under section 6(2)(b), the brokerage may only provide the real estate services that the managing registrant’s registration permits. Ask who will fill that role on closing day, whether they are registered in a category that permits it, and when the current managing registrant would leave.

What happens if the managing registrant leaves

Section 22(1) provides that, subject to the regulations, the registration of a person in a brokerage registration category is automatically suspended if the brokerage ceases to engage a managing registrant or to have one registered in relation to it. Under section 22(2), that suspension ends when a managing registrant is engaged by and registered in relation to the brokerage. A buyer planning a handover where the selling principal departs on closing should confirm the replacement is in place first, and read the regulations for any permitted exception. Separately, section 17 requires a brokerage to notify the Registrar in writing without delay after it ceases to engage a registrant, stating the reason the engagement ceased.

Branch offices and the bond

Section 6(3) says a brokerage must not carry on business from more than one place to which the public is invited unless each place is registered in accordance with the regulations, with one designated as the main office and the rest as branch offices. Under section 9(2), a registrant may not supervise more than one office of the brokerage without the Registrar’s prior approval. Separately, under section 12 a person applying for a brokerage registration must, except as permitted by the regulations, file with the Registrar a valid certificate of membership in the Manitoba Real Estate Association Inc., a bond, or another type of security prescribed by the regulations, and under section 14 must maintain that membership or security throughout the registration’s term. The Regulation requires a filed bond to be underwritten by an insurer licensed under The Insurance Act to provide surety insurance in Manitoba. Ask whether the brokerage relies on a membership, a bond or other security, and what the buyer must arrange.

Share purchase, asset purchase and what transfers

The Act’s transfer provision, section 18, deals with a registrant who wishes to transfer registration from one brokerage to another, which is an individual moving between firms. It does not deal with the sale of a brokerage itself, and the Registrar deals with that application as if it were a renewal. If the brokerage is a corporation and you buy its assets, the Corporations Act (Manitoba) says in section 183(3) that a sale of all or substantially all of a corporation’s property, other than in the ordinary course of its business, requires the approval of the shareholders in accordance with subsections 183(4) to (8). Either way, confirm with the Real Estate Division what the buyer’s own registration must look like before closing.

Telling the Registrar about changes

Section 2.21 of the Real Estate Services Regulation requires a registrant to advise the Registrar in writing as soon as practicable of any change in the identity of its directors, officers or partners, and of any material change to information disclosed in its application for registration or renewal. A change of ownership may touch one or both. Ask your lawyer to map the closing steps against that duty so the notice goes in without delay.

Documents to ask the seller for:

• The brokerage’s registration details with the Real Estate Division, including each registered office and which one is the main office.
• The name and registration of the current managing registrant, and any agreement about how long they will stay after closing.
• The membership certificate, bond or other security on file with the Registrar and, for a bond, the insurer that underwrote it.
• Any conditions or restrictions on the brokerage’s or the managing registrant’s registration, and any order or complaint from the Commission.
• The latest notices given to the Registrar about directors, officers or partners.

For the general steps of a purchase, read how to buy a business in Canada, and browse professional services businesses for sale. Staff questions are covered in employment standards when a business is sold in Manitoba.