Special Resolution to Reorganize Share Capital | Canada

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.
• Intended to be used only by corporations incorporated in Canada.

Authorize a name change for a Canadian corporation with these template corporate resolutions.

• The directors and shareholders consent to the name change and authorize the officers to sign and file the required documents to complete the change of name.
• Corporations in Canada are required to pass these Resolutions in order to change the corporate name.
• This template can be used for federal corporations and in any province or territory which has a Business Corporations Act.
• Download the file, fill in the details and have the resolutions signed by the appropriate parties.

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.

Authorize the voluntary dissolution of a Canadian corporation with this downloadable Special Resolution of the Shareholders.

• The shareholders authorize the directors to take all steps necessary to voluntarily dissolve the corporation.
• The directors are instructed to discharge all of the corporation's liabilities and distribute the assets.
• This template can be used by any company incorporated under a Business Corporations Act, whether federally or provincially. This form may not be valid in Quebec.
• You cannot use this form for an involuntary dissolution.
• This is a downloadable MS Word document which can be modified to fit your specific circumstances.

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.