Directors Resolution Converting Common Shares

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). A different form may be required in Quebec.
• Available as a downloadable MS Word document.

Set out the terms of an offer to buy preferred stock in a US company planning an initial public offering with this Letter of Intent to Purchase Preferred Stock.

• The proposed transaction would see the investor purchasing preferred stock convertible into shares of common stock at any time. The preferred stock would be subject to mandatory conversion in the event of a Qualified IPO.
• Non-cumulative dividends will accrue on the preferred stock. Upon conversion into common stock, all dividends would be canceled. In addition, the company will create an option pool of unallocated shares to attract and provide incentives for key employees.
• The Letter of Intent is intended solely as a basis for discussion, not as a legal contract, and it is not legally binding except as it relates to the negotiations between the parties.

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.

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.