Ontario Section 86 Rollover Resolutions (Fixed Redemption Amount)

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.

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.

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.

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.

Pass a special resolution to reorganize the share capital of a Canadian corporation with this easy-to-use template.

• The special resolution is passed by the directors. It authorizes the corporation to amend its Articles of Incorporation and to convert the shares as part of a corporate reorganization.
• The form can be used by federal corporations and by any provincial corporation incorporated under a Business Corporations Act (Alberta, BC, Saskatchewan, Ontario, New Brunswick, Yukon, NWT and Nunavut). The English language version is not valid in Quebec.
• Available as a downloadable MS Word document.