Financial

Transfer shares under subsection 85(1) of the Income Tax Act (Canada) with this Ontario Section 85 Rollover Corporate Approval and Implementation Forms Package.

• The package of forms contains:
  • Bill of Sale and Indemnity, including the vendor's indemnity of the purchaser, and representations and warranties with respect to the sale;
  • Corporate Resolutions approving and authorizing the transaction;
  • Share Transfer Form transferring shares from the vendor to the purchaser;
  • Share Subscription from the vendor for new shares being issued by the purchaser as payment for the shares being transferred in the rollover.
• This package of forms is provided in MS Word format, and the forms are all fully editable to fit your specific circumstances.
• Intended to be used only in the Province of Ontario, Canada.

Exchange shares for shares with this Ontario Section 85 Share Rollover Agreement for Common Shares.

• The vendor shareholder sells the subject shares to a holding company in exchange for common shares in the capital stock of the holding company, pursuant to Section 85 of the Income Tax Act (Canada).
• 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.
• This Section 85 Share Rollover Agreement for Common Shares is intended for use only in the Province of Ontario, Canada.
• Available in MS Word format, fully editable to fit your specific circumstances.

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.

Obtain a pledge of securities from a borrower under this Share Pledge Agreement, pursuant to the provisions of the Ontario Personal Property Security Act.

• A borrower pledges shares of stock to a lender, to be held as security for a loan that the lender is making to the borrower.
• The borrower agrees to pledge any additional, substitute or replacement shares issued in its name.
• The borrower retains the right to vote the shares.
• The agreement contains a limitation on personal liability clause with respect to the borrower's responsibility for any deficiency owing after disposition of the shares.
• This form is a fully customizable legal template that you can use as often as you need to.
• Intended for use only in the Province of Ontario, Canada.

Prepare a Share Pledge Agreement with No Recourse with this customizable template form for Ontario lenders.

This Share Pledge Agreement is intended to provide a lender with security from a corporate borrower in the Province of Ontario, Canada. It is compliant with the provisions of the Ontario Personal Property Security Act and is available in MS Word format.

Parties Involved

• Borrower: A corporate entity who is borrowing the funds and has issued the shares to the shareholder.
• Shareholder: The individual or entity who is pledging the shares of stock, and is a principal or stakeholder in the corporate borrower.
• Lender: The party providing the loan to the borrower.

Pledge of Shares

The shareholder pledges the shares to the lender. These shares are to be held as security for a loan that the lender is making to the borrower.

Additional Shares

The shareholder agrees to pledge any additional, substitute, or replacement shares issued in its name, ensuring that the security remains intact throughout the term of the loan.

Retention of Voting Rights and Dividends

So long as the borrower is not in default under the loan:

• the shareholder will retain the right to vote the shares that have been pledged at shareholder meetings, allowing the shareholder to continue participating in corporate decisions, and
• any dividends accruing to the shareholder will be payable to the account of the shareholder.

No Recourse Provision

In the event of a shortfall between the balance of the debt owing and any proceeds realized from dealing with the shares, the shareholder shall have no liability for such shortfall. The lender has no recourse against the shareholder for any deficiency in the repayment of the loan.

Non-Guarantee Status

The shareholder is not a guarantor, surety, or indemnifier with respect to the loan. Its only obligation is the pledge of shares as security.

Use this downloadable template to prepare a set of Standard Charge Terms for a commercial collateral mortgage under Section 9 of the Ontario Land Registration Reform Act.

• You first need to complete and file the Set of Standard Charge Terms with the Land Titles Office, which issues you a filing number.
• Each time you enter into a loan transaction with a borrower which is secured by this type of mortgage, you simply file a Form 2 Charge / Mortgage of Land which refers to this set of standard terms by filing number.
• This set of standard terms, and any addenda filed with the Form 2, will then govern the loan agreement between the parties.
• Available in MS Word format.
• For use only in the Province of Ontario, Canada.

These Standard Charge Terms are for a fixed and variable rate residential mortgage / charge in the Province of Ontario.

• Complete and file the Set of Standard Charge Terms with the Land Titles Office, which issues a filing number.
• Each time you enter into a loan transaction with a borrower which is secured by this type of mortgage, you simply file a Form 2 Charge / Mortgage of Land which refers to this set of standard terms by filing number.
• This set of standard terms, and any addenda filed with the Form 2, will then govern the loan agreement between the parties.
• For use only in the Province of Ontario.

Ontario lenders can use this template form to prepare Standard Charge Terms for a straight charge or mortgage under Section 9 of the Land Registration Reform Act.

• When you file your initial set of Standard Charge Terms with the Land Titles Office, they issue you a filing number.
• Each time you submit a Form 2 Charge / Mortgage of Land to secure a loan, you refer to the filing number.
• That will ensure that the loan agreement secured by the mortgage is governed by this set of standard terms.
• The form is provided in MS Word format and is fully editable and reusable.
• For use only in the Province of Ontario, Canada.