Asset Protection and Tax Planning

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.

• This package contains the following:
  • 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;
  • Share Subscription form for the new shares;
  • Corporate Resolutions accepting the subscriptions, limiting the addition to the capital account;
  • 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.
• This Section 86 Rollover Resolutions Package contains all of these documents in one downloadable MS Word file. All forms are fully editable to fit your specific circumstances.
• Governed by Canadian tax laws and intended to be used only in the Province of Ontario.

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.

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.

Transfer oil and gas assets from an individual to a corporation with this Section 85 Rollover / Transfer of Assets Agreement for Canadians.

• The assets are being transferred as a rollover under section 85(l) of the Income Tax Act (Canada).
• The vendor and purchaser will jointly file an election with respect to the transaction.
• In the event of an uncontested re-assessment by Canada Revenue Agency, the aggregate cost amount set out in the reassessment notice will constitute the cost amount of the assets.
• This is a Canadian legal form. Downloadable and fully editable in MS Word format.

Use this Section 85 rollover agreement to transfer real property to a corporation in exchange for shares while avoiding capital gains tax.

• A rollover allows you to transfer the asset under Section 85 of the Income Tax Act (Canada) without attracting capital gains tax on the transaction.
• In exchange for the land, the corporation purchasing the land issues shares to the vendor in an amount equal to the fair market value of the land.
• The purchaser and vendor agree to jointly file an election under subsection 85(1) of the Income Tax Act.
• A section 85 rollover agreement gives you a means to preserve your assets and reduce your tax liability.
• This document is governed by Canadian tax laws and is intended for use in Canada only.

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.

Learn about the various trust structures available to Canadians, and their tax benefits to the individual or business.

• This guide contains information on:
  • family trusts (bearer, inter vivo or "living" trusts and testamentary),
  • real estate investment trusts (REITs),
  • royalty trusts,
  • income trusts.
• The guide contains information relevant to Canadian residents and is available in Adobe PDF format.