Section 85 Rollover Agreement for Land | 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.

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.

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.

Make an exchange of land for shares under section 85 of the Income Tax Act (Canada) with this Asset Transfer Agreement.

• The parties are both Canadian corporate entities.
• The seller transfers the land to the buyer. In exchange the buyer assumes the mortgage on the land and issues shares of its capital to the seller.
• The parties agree to jointly file an election under Section 85.
• The Asset Transfer Agreement is part of an asset exchange (rollover) transaction.
• This document complies with Canadian tax laws and is only for use in 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.