Establishing an Offshore Structure for Canadians

Roll over certain investments under Section 85 of the Income Tax Act (Canada) with this Ontario Section 85 Asset Rollover template.

• The vendor sells the investment assets to the purchaser, with part of the purchase price to be paid by way of preference shares in the capital of the purchaser, and the balance secured by a promissory note (included).
• The parties agree to file joint elections under Section 85(1) of the ITA and as required under the Ontario Corporations Tax Act.
• The file includes a Section 116 Affidavit of Residency to be sworn by a corporate officer of the vendor (if applicable).
• This Section 85 Asset Rollover of Investments is provided in MS Word format, and is fully editable to fit your specific circumstances.
• Intended for use only in the Province of Ontario, Canada.

Write a letter of intent to purchase the assets and shares of a business, but not its debt, with this downloadable and customizable template.

• The LOI is only legally binding insofar as it relates to the negotiations being conducted between the parties with respect to the purchase.
• The buyer will not assume the liabilities or obligations of the business.
• All pre-closing debts are to be paid by the seller.
• The seller will be responsible for preparing and filing the closing income tax return and for terminating all employees.
• The buyer will make employment offers to the employees after the closing.

The Letter of Intent to Purchase Assets and Shares but Not Debt can be easily tailored to fit your particular circumstances. Why pay expensive legal fees when you can do it yourself with this easy template?

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.

Use this easy package of downloadable forms to facilitate a Section 86 asset rollover as part of a corporate reorganization of a Canadian company.

This package contains the following documents in Microsoft Word format:

1. Share Exchange Agreement pursuant to Section 86 of the Income Tax Act (Canada).
2. Form of Subscription for the new shares being issued in exchange for the existing shares.
3. Corporate resolutions to authorize the transaction.
4. Schedule to Articles of Amendment setting out the terms and conditions to be attached to the classes of shares.

This Section 86 Rollover Agreement for Shares is pursuant to Canadian tax laws and is intended for use solely within Canada.

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.