Picture of Ontario Purchase Agreement for Assets of Operating Company Picture of Ontario Purchase Agreement for Assets of Operating Company

Ontario Purchase Agreement for Assets of Operating Company

Acquire the assets of an Ontario corporation with this Purchase Agreement for Assets of Operating Company.

  • The seller (vendor) sells the assets of a company to the purchaser and the purchaser assumes the company's liabilities as part of the purchase price.
  • The balance of the purchase price will be secured by a promissory note.
  • The parties agree to file joint elections under sections 22 and 97(2) of the Income Tax Act (Canada) and as required under the Ontario Corporations Tax Act.
  • The form includes a Section 116 Affidavit to be sworn by a corporate officer of the vendor, if applicable.
  • The form also includes a Promissory Note.
  • This is a fully editable legal template intended for use only in the Province of Ontario, Canada.
Document Type: Microsoft Word
Last Updated: 12-December-2024
SKU: 1077
$29.99
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Picture of Ontario Section 85 Asset Rollover (Investments)

Ontario Section 85 Asset Rollover (Investments)

Roll over certain investments under Section 85 of the Income Tax Act (Canada) with this Ontario Section 85 Asset Rollover template.

  • The vendor sells the investment assets to the purchaser, with part of the purchase price to be paid by way of preference shares in the capital of the purchaser, and the balance secured by a promissory note (included).
  • The parties agree to file joint elections under Section 85(1) of the ITA and as required under 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).
  • This Section 85 Asset Rollover of Investments is provided in MS Word format, and is fully editable to fit your specific circumstances.
  • Intended for use only in the Province of Ontario, Canada.
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Picture of Ontario Section 85 Asset Rollover (Land for Preferred Shares)

Ontario Section 85 Asset Rollover (Land for Preferred Shares)

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.
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Picture of Ontario Section 85 Rollover Agreement to Exchange Assets for Preferred Shares

Ontario Section 85 Rollover Agreement to Exchange Assets for Preferred Shares

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.
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Picture of Ontario Section 86 Rollover Agreement

Ontario Section 86 Rollover Agreement

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.
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Picture of Ontario Section 86 Rollover Resolutions (Fixed Redemption Amount)

Ontario Section 86 Rollover Resolutions (Fixed Redemption Amount)

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.
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Picture of Ontario Section 86 Rollover Resolutions (No Fixed Redemption Price)

Ontario Section 86 Rollover Resolutions (No Fixed Redemption Price)

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.
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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.
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Ontario Offer to Purchase Business Assets and Shares

Have you decided to buy an established business in Ontario? You can write up your offer to purchase the assets and shares of the company with this downloadable template.

  • The offer is for the assets (excluding cash on hand and receivables) and the shares, but not the debt obligations of the company.
  • Upon being accepted, the offer automatically becomes a legally binding purchase and sale agreement.
  • The buyer will not assume any of the business liabilities except for the premises lease, maintenance contracts and salaries of employees that will be kept on after the closing.
  • The parties agree to review and make any adjustments to the purchase price six months after closing.
  • It is the seller's responsibility to terminate employees, prepare financial statements, file the final income tax return and pay corporate taxes as of the closing date.
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Roll over certain investments under Section 85 of the Income Tax Act (Canada) with this Ontario Section 85 Asset Rollover template.

  • The vendor sells the investment assets to the purchaser, with part of the purchase price to be paid by way of preference shares in the capital of the purchaser, and the balance secured by a promissory note (included).
  • The parties agree to file joint elections under Section 85(1) of the ITA and as required under the Ontario Corporations Tax Act.
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  • This Section 85 Asset Rollover of Investments is provided in MS Word format, and is fully editable to fit your specific circumstances.
  • Intended for use only in the Province of Ontario, Canada.
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Asset Purchase Agreement | Canada

Purchase the assets of a Canadian business with this comprehensive Asset Purchase Agreement.

  • The business is sold as a going concern, including assets, inventory and goodwill.
  • The amount of the purchase price allocated to inventory will be adjusted prior to closing based on the actual physical inventory at that time.
  • The transaction is conditional in part upon the parties completing all of their covenants that must be performed prior to closing.
  • Schedules include Definitions, Representations and Warranties of Seller, and a Non-Competition Agreement are included in this package.
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Negotiate the purchase of a Canadian business with this Letter of Intent to Purchase Assets of Business template for Canada.

  • A letter of intent is not a legal contract, except for certain provisions such as confidentiality clauses which prohibit either party from disclosing any confidential information belonging to the othe rparty.
  • The buyer is offering to purchase all of the assets and goodwill of the business from the seller.
  • If the parties fail to execute a formal Purchase & Sale Agreement within a specified number of days, the letter of intent will expire.
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