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    Ontario Section 86 Rollover Resolutions (No Fixed Redemption Price)


    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.

    Download Type: Microsoft Word
    Last Updated: 10-October-2016
    SKU: 4921
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    Canada Share Exchange Agreement (Reorganization)


    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.

    Download this Canada Share Exchange Agreement as part of your company's reorganization documentation.

    Ontario Section 85 Rollover Agreement (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.