Ontario Purchase Agreement for Assets of Operating Company

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.

Prepare a Section 85 Asset Rollover Agreement of Land for Preferred Shares with this easy-to-use template for Ontario, under Subsection 85(1) of the Income Tax Act (Canada).

• The vendor sells a parcel of land for fair market value to a holding company in exchange for preferred shares in the holding company (a rollover) with a redemption amount equal to the purchase price of the land.
• The parties agree to file joint elections as required under the Income Tax Act (Canada) and 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.
• Available in MS Word format and fully editable to fit your specific circumstances.
• This is a Canadian legal form for use in the Province of Ontario.

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 document is available in MS Word format and is fully editable to fit your specific circumstances.
• Intended to be used only in the Province of Ontario, Canada.

Prepare a Section 86 Share Purchase (Rollover) Agreement with this easy-to-use template for Ontario companies, pursuant to s. 86 of the Income Tax Act (Canada).

• The vendor shareholder sells the subject shares to a holding company in exchange for preference shares in the capital of the holding company.
• The parties agree to file joint elections under Section 86 under the Income Tax Act and as required under the Ontario Corporations Tax Act.
• The file also includes a Section 116 Affidavit Of Residency to be sworn by a corporate officer of the vendor, if applicable.
• Available in MS Word format and fully editable to fit your specific circumstances.
• Intended to be used only in the Province of Ontario, Canada.

Prepare the required corporate resolutions to reorganize an Ontario corporation's share capital with this Section 86 Rollover Resolutions Package.

• These documents are required for a rollover with a fixed redemption amount, under s. 86 of the Income Tax Act (Canada).
• The package contains:
  • Special Resolution with instructions for wording of the Articles of Amendment, fixing the redemption amount on the new preference shares to be created;
  • Share Subscription for the replacement shares;
  • Corporate Resolutions accepting the subscriptions, setting the redemption amount for the new shares and including an undertaking of the directors not to declare dividends if it would reduce the corporation's assets and make it unable to redeem the shares at their full redemption amount;
  • Share Subscription from the new shareholder for the new shares;
  • Corporate Resolutions issuing the new shares.
• Completing the paperwork for an asset exchange is so much easier with this package of documents.
• Available in MS Word format.
• Intended to be used only in the Province of Ontario, Canada.

This package contains the resolutions and corporate forms required for a reorganization of a corporation's share capital through a Section 86 Rollover with no fixed redemption price:

1. Special Resolution with instructions for wording of the Articles of Amendment, with the redemption amount on the new preference shares to be set by the directors at the time of issue;
2. Share Subscription form for the new shares;
3. Corporate Resolutions accepting the subscriptions, limiting the addition to the capital account;
4. Directors' Undertaking not to declare dividends if it would reduce the corporation's assets and make it unable to redeem the shares at their full redemption amount.

The Ontario Section 86 Rollover Resolutions Package (No Fixed Redemption Price) contains all of these documents in one downloadable file. All forms are fully editable to fit your specific circumstances.