Ontario Share Purchase Agreement and Assignment of Shareholder Loans

Set up a family trust as part of your tax planning strategy with this package of forms for Ontario.

• The package contains the following forms:
  • Irrevocable Trust Agreement,
  • Consent of Proposed Trustee, which must be signed by each of the designated trustees,
  • Resolutions of the Trustees establishing the trust,
  • Receipt for the initial trust property,
  • Promissory Note,
  • Register of Trustees.
• The trust will be an irrevocable discretionary trust.
• The division date will be the first to occur of (i) the date of the principal or (ii) the day before the 21st anniversary of the execution date of the trust agreement.
• The agreement provides for the incapacity of a trustee or a beneficiary.
• The settlor will derive no income or capital or other benefit from the trust.
• The settlor cannot act as a trustee.
• The settlor cannot revoke the trust.
• For the purposes of the Income Tax Act, the trust can only be resident in Canada.
• The trustees will be indemnified and held harmless against claims, losses and damages in connection with their acting as trustees. The indemnities and protections afforded to any trustee under the agreement will continue to run even if the trustee ceases to hold the position of trustee.
• No distributions of capital or income shall be made at any time that there are less than two trustees in office.
• Available in MS Word format, fully editable.
• Intended to be used only in the Province of Ontario, Canada.

This information package and checklist is for you if you're planning to buy or sell a business in Canada that is valued in excess of $1 million.

• Learn how to reach a common understanding so you can make the best possible deal for both parties.
• Value and price are not the same thing.
• A comparison of asset sales vs. share sales.
• Different methods of evaluation.
• How goodwill can be evaluated.
• How to calculate normalized sustainable future earnings.
• How to assess the buyer's risk.
• Recasting historical numbers and predicting future numbers.
• How to bridge the gap by sharing the risk, the burden and the tax shield.
• The information applies equally to share sales and asset sales.

The most difficult issue in negotiating the purchase or sale of a business is negotiating price. Download this package and learn the ins and outs of successful price negotiations from an expert.

Prepare corporate resolutions to authorize a corporation to repurchase and cancel shares from a shareholder with this easy-to-use template.

• The shareholders consent to the repurchase and the directors authorize the transaction and set the share purchase price.
• The file includes a Certificate of Corporate Officer certifying that the corporation is financially able to repurchase the shares and pay its debts.
• The Corporate Resolutions Repurchasing Shares for Cancellation do not contain specific references to federal or state / provincial laws and could be used in many jurisdictions.
• The form is available as a MS Word download and easy to fill in or customize where required.

Place shares into escrow as part of a purchase and sale transaction with this template Escrow Agreement form.

• The purchaser agrees to deposit the shares with the trustee until the full amount of the purchase price has been paid to the seller.
• Any dividends declared on the shares while they are in escrow will be paid to the purchaser.
• There are clauses detailing the trustee's actions in the event of a dispute between the purchaser and seller.
• The trustee is to act as a depositary and has no liability other than for its own gross negligence or default.
• The purchaser and seller agree to indemnify the trustee against claims or damages.
• The trustee will hold the shares until receipt of a joint order from the other parties to release the shares.
• This Escrow Agreement for Shares is a generic legal form which does not contain specific references to the laws of any country.
• Available in MS Word format. You can customize it to fit your specific needs.

Acquire all the shares of a Canadian corporation with this Share Purchase and Loan Agreement.

• The purchaser agrees to purchase the shares and to loan the corporation enough funds to pay out existing loans to shareholders or other related parties.
• The purchaser and the vendor mutually indemnify each other against any claims arising due to any breach or misrepresentation.
• The vendor also indemnifies the purchaser against claims arising from the business and operations of the company prior to the closing of the transaction.
• The corporation warrants that there are no outstanding options, agreements or warrants to purchase its shares.
• This legal form template is available in MS Word format and is fully editable to meet your business needs.
• Governed by Canadian laws and intended for use only in Canada.