Setoff and Cancellation Agreement | Canada

Prepare an Agreement for Set-off and Cancellation of Shares between two affiliated Canadian companies with this downloadable template.

  • One of the companies (selling company) sells shares to the other (purchasing company), as part of a rollover transaction.
  • The purchase price of the shares is set off against the redemption of shares of stock held by the purchasing company in the capital of the selling company.
  • The purchaser pays for the shares by way of a promissory note. The vendor redeems the shares and pays the redemption price also by way of promissory note.
  • Both promissory notes are for the same amount and set each other off.
  • This legal template is available in MS Word format, and is fully editable to fit your specific circumstances.
  • This is a Canadian legal document pursuant to the Income Tax Act (Canada).
Document Type: Microsoft Word
Last Updated: 21-April-2021
SKU: 6198
$6.29
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Share Exchange Agreement for Reorganization | Canada

Issue new shares to shareholders in exchange for their existing shares with this downloadable template for Canadian corporations.

  • A share exchange of this nature is done as part of a corporate reorganization.
  • The parties to the Share Exchange Agreement are the corporation and all of the shareholders.
  • The shareholders agree to exchange their existing shares for new shares of a particular class following the reorganization.
  • The template also includes Directors and Shareholders Resolutions which are required to authorize the share exchanges.
  • Intended to be used only by corporations incorporated in Canada.
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Ontario Section 85 Share Rollover Agreement (Common Shares)

Exchange shares for shares with this Ontario Section 85 Share Rollover Agreement for Common Shares.

  • The vendor shareholder sells the subject shares to a holding company in exchange for common shares in the capital stock of the holding company, pursuant to Section 85 of the Income Tax Act (Canada).
  • The parties agree to file joint elections under Section 85(1) under the ITA and as required under the Ontario Corporations Tax Act.
  • The file includes a Section 116 Affidavit to be sworn by a corporate officer of the vendor, if applicable.
  • This Section 85 Share Rollover Agreement for Common Shares is intended for use only in the Province of Ontario, Canada.
  • Available in MS Word format, fully editable to fit your specific circumstances.
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Ontario Section 85 Rollover Agreement to Exchange Assets for Preferred Shares

Exchange (roll over) certain assets for preferred shares in an Ontario company with this Section 85 Rollover Agreement (Assets for Preferred Shares).

  • The rollover is pursuant to Subsection 85(1) of the Income Tax Act (Canada).
  • The vendor shareholder sells the subject shares to a holding company in exchange for preferred shares in the capital stock of the holding company with a redemption amount equal to the purchase price.
  • The parties agree to file joint elections under Section 85(1) under the ITA and as required under the Ontario Corporations Tax Act.
  • The file includes a Section 116 Affidavit to be sworn by a corporate officer of the vendor, if applicable.
  • The Ontario Section 85 Rollover Agreement (Assets for Preferred Shares) is available in MS Word format, and is fully editable to fit your specific circumstances.
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Promissory Note for Asset Purchase or Rollover | Canada

Secure the balance payable to the vendor under an asset purchase or rollover agreement with this Promissory Note form for Canadian businesses.

  • No interest will accrue on the principal balance prior to default or maturity.
  • The full amount outstanding will become due and payable on demand if the purchaser declares bankruptcy, ceases to do business, or otherwise defaults under the terms of the Note.
  • The balance may be totally or partially prepaid without bonus or penalty.
  • Available in MS Word format.
  • Intended to be used only in Canada.
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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.
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