Section 85 Rollover Agreement (Common to Preferred Shares) | Canada

Prepare a Section 85 Rollover Agreement for a share exchange between a corporation and a shareholder with this template form, pursuant to s. 85 of the Income Tax Act (Canada).

• The shareholder sells common shares it holds in the capital stock of the corporation back to the corporation in exchange for new preferred shares, to be issued from Treasury.
• The parties agree to file a joint election for fair market value of the old common shares.
• The purchase price is adjusted to ensure that the redemption amount for the new shares does not exceed any reassessment of the fair market value of the old shares, or vice versa.
• This document package contains:
  • a template Share Purchase Agreement, and
  • a set of corporate resolutions of the directors and shareholders approving and authorizing the rollover.
• The rollover forms package is provided in MS Word format and is fully editable to fit your specific circumstances.
• This legal document is compliant with Canadian tax laws and is intended for use only in Canada.