Setoff and Cancellation Agreement | 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.

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.

Prepare a Section 85 Rollover Agreement for a share exchange between a corporation and a shareholder with this template form, pursuant to s. 85 of the Income Tax Act (Canada).

• The shareholder sells common shares it holds in the capital stock of the corporation back to the corporation in exchange for new preferred shares, to be issued from Treasury.
• The parties agree to file a joint election for fair market value of the old common shares.
• The purchase price is adjusted to ensure that the redemption amount for the new shares does not exceed any reassessment of the fair market value of the old shares, or vice versa.
• This document package contains:
  • a template Share Purchase Agreement, and
  • a set of corporate resolutions of the directors and shareholders approving and authorizing the rollover.
• The rollover forms package is provided in MS Word format and is fully editable to fit your specific circumstances.
• This legal document is compliant with Canadian tax laws and is intended for use only 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.

Download this template Directors' Resolution form which authorizes a corporation to convert a shareholder's common shares into another class.

• The Board of Directors of the corporation pass the resolution to convert common shares held by a shareholder into shares of another class, on a one-for-one basis.
• The resolution presupposes that the corporation's articles allow for such a conversion.
• This is a generic template which does not refer to the laws of a specific country and can be used in either the USA or Canada.
• The Directors Resolution Converting Common Shares is downloadable in MS Word format and is fully editable. Other formats available on request.