Investor Forms

Prepare an Accredited Investors Checklist and Representation Letter for a private offering of securities with this downloadable template for Canadian securities.

• The checklist sets out all of the classifications of investors which are defined as accredited investors by National Instrument 45-106.
• Any person, corporation or entity subscribing for the securities must complete the form and return it to the issuer.
• The subscriber must also make certain representations to the issuer regarding whether they are a Canadian resident, and on what basis they are purchasing the securities.
• This template is available in MS Word format and can be easily edited to meet your needs.
• Intended for use only in Canada.

Prepare an Acknowledgement to be signed by an investor to acknowledge that no advice has been given to the investor with respect to an investment.

• This is a generic form which can be used anywhere.
• Click the Download button to download a copy of the form.
• Available in MS Word format.

Retain a sales agent and a trustee in connection with a public offering of shares under a prospectus with this Agency and Trustee Agreement for Alberta issuers.

• The issuer (offering corporation) retains the Agent to sell the securities on a 'best efforts' basis.
• The Trustee will hold all subscription funds on behalf of the issuer.
• The Agent may enter into arrangements with other investment dealers registered to sell securities in Alberta, at no additional cost to the issuer.
• The Trustee will keep the subscription funds in a daily-interest escrow account or in short-term interest-bearing securities.
• The issuer indemnifies the Trustee against claims or losses, and against its costs incurred in the performance of its duties.
• The issuer also indemnifies the Agent against claims or losses, costs or expenses (except loss of profits).
• Available in MS Word format.
• Intended to be used in the Province of Alberta, Canada.

Prepare a Co-Owner's Certificate for each investor in a syndicated land mortgage in Alberta with this template form.

• The Certificates are issued to the investors (co-owners) by a company which is acting as bare trustee of the land on behalf of the co-owners.
• The Certificate represents the investor's undivided interest in the mortgage and as a co-owner of the land.
• This template is available in MS Word format and is fully editable.
• Intended for use only for lands located in the Province of Alberta.

Prepare a Power of Attorney from a co-owner (investor) in a syndicated mortgage investment with this fully editable template form for Alberta transactions.

• The co-owner appoints the issuer of the investment (developer) as his/her attorney with respect to executing, filing and registering any documents necessary to document and protect the co-owner's interest in the mortgaged lands.
• This legal form template is available as a downloadable MS Word template.
• Intended for use only in the Province of Alberta, Canada.

Issue Co-Owner Certificates to investors for units in a syndicated mortgage with this template form for Alberta.

• Each of the investors who have purchased an undivided interest in the syndicated mortgage will be issued a certificate evidencing their tenancy-in-common share in the mortgage.
• Interest will be calculated annually and paid quarterly.
• All percentage ownerships rank pari passu (that is, equally on a proportionate basis).
• The certificates are subject to redemption by prepayment or repayment of the mortgage.
• This form is a downloadable MS Word template.
• Intended for use only in the Province of Alberta, Canada.

Prepare a Resolution of the Directors authorizing a Warrant Indenture with this downloadable template for Alberta corporations.

• The Board of Directors authorizes the corporation to issue a warrant indenture and share warrants for common shares.
• The warrants are issued to investors as part of a private placement of securities, in order to raise capital for the corporation.
• Each warrant entitles the holder to one common share.
• The form is easy to download, fill in and print. Available in MS Word format.
• Intended for use by corporations formed in the Province of Alberta, Canada.

Use this form to prepare Statutory Declarations for employees of a company which is party to a syndicated mortgage transaction in Alberta, to allow the employees to purchase mortgage units.

• The employee must provide the issuer with the Statutory Declaration in compliance with Securities Act regulations.
• The Declaration states that the employee is not required to purchase the units as a term of his/her employment, and that s/he has read the offering memorandum for the syndicated mortgage offering.
• This legal form template is available in MS Word format.
• Intended for use in the Province of Alberta, Canada.

Prepare the forms needed for an annual meeting of the co-owners / investors in a land development project with this downloadable package of templates for Alberta.

• Each of the co-owners is a registered owner and holds an undivided interest in the land comprising the development. This package of forms contains:
  • Form of Proxy which allows a co-owner to appoint a proxy to vote at the meeting if he/she is unable to attend,
  • Notice of Meeting of Co-Owners, setting out the business to be conducted at the meeting,
  • Information Circular / Annual Report prepared by the agent for the co-owners.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Put together the necessary information and resources you need to issue an offering memorandum for securities with this handy Alberta Offering Memorandum Checklist, which covers:

• Determination of the risk factors
• Details of the offering
• Objectives of the offering
• Use of the proceeds
• Corporate structure and history of the issuer
• Directors, officers, promoters, principal holders of securities
• Description of the offered securities
• Minimum and maximum number of securities offered
• Information about the seller
• Financial statements and material contracts
• Tax consequences
• Exemptions.

Simplify the private placement process - get this Alberta Offering Memorandum Checklist.

Make an offer to the public of trust units to fund a real estate investment with this template Offering Memorandum for the Province of Alberta.

• The offering is a private placement of trust units issued by a mutual fund trust (or unit trust), for the purpose of investing in a limited partnership which will acquire land to develop as commercial and/or residential real estate properties, and develop, subdivide and market the properties.
• The trust will act as the investment vehicle for investors to pool their funds and indirectly invest in long-term capital real estate and related projects.
• The trust's objective is to preserve investors' capital while providing a profitable return through acquisitions and competent management of real estate investment projects.
• Because the trust qualifies as a mutual fund trust, the units being sold are qualified investments under the Income Tax Act (Canada) and are eligible for investments through RRSPs, RRIFs, deferred profit sharing plans, and RESPs.
• The investment is subject to resale restrictions, and there are certain tax considerations which the investor must take into account.
• The offering can only be made to Canadian residents.
• This OM is only for securities that are not listed or traded on any stock exchange or public market.

Download the Alberta Offering Memorandum for REIT Investment in MS Word format.

Prepare an Offering Memorandum for an offering of unsecured promissory notes and common shares, with this template for the Province of Alberta.

• how to subscribe for units,
• summary of the offering,
• share capital of issuer,
• description of securities,
• number and aggregate dollar amount of securities to be distributed,
• use of proceeds,
• capitalization,
• seller of the securities,
• exemption from prospectus requirements,
• restrictions on resale of securities,
• conflicts of interest,
• income tax consequences,
• RRSP eligibility.

Prepare a Private Placement Term Sheet for an RRSP eligible private placement of shares with this template form for Alberta share offerings.

• The term sheet contains the following:
  • definitions of key words and phrases used in the offering memorandum,
  • an outline of the investment structure,
  • an executive summary of the issuer.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Use this Share Subscription form under the 'close friend / business associate' exemption provision of the Alberta Securities Act.

• The investor is subscribing for shares issued under an offering memorandum in Alberta.
• This form should only be used by persons who fall under the definition of a close friend or business associate as set out in the Act.
• The subscriber agrees not to revoke or withdraw the subscription.
• The subscriber acknowledges that there is no guarantee that the offering will result in any profits.

If you're doing a private placement of shares in Alberta, you will need this Share Subscription form for investors who are close friends and/or business associates.

This Share Subscription form is to be used for exempted purchasers under the seed capital exemption of the Alberta Securities Act.

• The subscription is for securities issued under an offering memorandum to residents of Alberta.
• The subscriber acknowledges that he/she is purchasing securities under an exemption based on the fact that he/she is a sophisticated purchaser, as defined in the Act, and does not require the information that would otherwise be required under the law.
• The subscriber represents that he/she has the investment acumen to assess the offering on the basis of previous experience or advice he/she received.
• The Share Subscription for Seed Capital Exemption can be used as many times as you require. Download it immediately after purchase.

Use this Share Subscription form for investors under an offering memorandum who qualify for the 'sophisticated investor' or '$97,000' exemption of the Alberta Securities Act.

• This form should only be used if the aggregate subscription price is at least $97,000.
• Under this exemption, the issuer is not required to provide the subscriber with the same information regarding the offering that would otherwise be required by law.
• The securities are being purchased by the subscriber solely as an investment.

You can download the Alberta Share Subscription (Sophisticated Investor Exemption) form by adding it to your cart and checking out via our secure transaction server.

Prepare a Special Warrant Indenture between an Alberta corporation and a trustee with this package of forms.

• The corporation will issue special warrants entitling the warrant holder to one common share and a fraction of a share warrant.
• The Trustee is appointed to hold, administer and disburse dividend funds, and to hold the proceeds of the offering in escrow until closing.
• Immediately prior to the expiry date, the rights of all holders of special warrants will be deemed to be exercised without any further action on the part of such holders.
• Warrant holders who exercise their warrants will become entitled to distributions from any dividend funds or other distributions to be made to shareholders of the corporation.
• The package includes a Special Warrant Certificate form, a Transfer of Special Warrants form, a Warrant Exercise form, and an Exercise of Repurchase form.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Prepare the necessary forms to be completed by an investor in a real estate investment trust under an offering memorandum with this Subscriber Package for Trust Units to raise capital for a real estate development.

The investment is a private placement of trust units in a mutual fund (unit) trust to raise capital for a real estate development. The trust acts as the investment vehicle allowing the investors to pool their investment funds in long-term capital real estate and related projects.

The Subscriber Package contains the following forms:

1. Private Placement Subscription Agreement.
2. Instructions to the investor, including a list of all documents required to be submitted, depending on the investor's province of residence and the amount of the investment.
3. Worksheet for Determination of Net Worth (Accredited Investor and Eligible Investor Exemptions).
4. Representation Letter (for Accredited Investors resident in Canada).
5. Representation Letter (for non-Canadian and non-US investors).
6. Close Personal Friend / Close Business Associate Questionnaire (for Canadian residents).
7. Risk Acknowledgement.
8. Eligible Investor Status Certificate.
9. Risk Acknowledgement under Blanket Order 31-505.
10. Subscriber Acknowledgement and Consent.
11. Distribution Reinvestment Plan, by which an investor can opt to reinvest all or part of any distribution proceeds.

The Subscriber Package for REIT Units (Alberta) forms are downloadable as a single file. All fully editable to meet your needs.

Use this Subscription Agreement to issue warrant shares to investors under a Warrant Indenture in the Province of Alberta.

• No offering memorandum or prospectus is being filed in connection with the offering.
• The subscription agreement and payment for the shares is to be tendered by the investor to the offering corporation, in return for the shares.
• The exercise price and the number and kind of securities will be adjusted accordingly, in the event of a subdivision, consolidation, or reclassification of the corporation's shares, or an amalgamation or merger with another corporate entity.
• The subscriber warrants that it will at all relevant times deal with the corporation at arm's length for purposes of the Income Tax Act (Canada).
• The subscriber agrees to abide by the terms of any shareholder agreement already in place.
• This Subscription Agreement is intended for use in the Province of Alberta, Canada. It is available in MS Word format.

Raise funds for a land development in Alberta by selling fractional mortgage interests to investors with this Syndicated Mortgage and Indenture template.

• Undivided Interest. Investors will be issued a promissory note and mortgage certificate by the mortgagor and will be owners of an undivided interest in the mortgage.
• Security. Each Note Certificate issued ⁄ negotiated and certified shall be equally and ratably secured by the mortgage.
• Payments. If a Note Certificate is registered in more than one name, any payments of principal and interest under the note will be paid by cheque payable to the order of all the holders named on the certificate, unless written instructions to the contrary are provided to the mortgagor.
• Prepayment Rights. The mortgagor has the right to prepay any of the Note Certificates without penalty, upon payment of all interest accrued and unpaid as at the date of such payment.

Download the Alberta Syndicated Mortgage and Indenture template and customize it to fit your investment offer.

What are angel investors? Find out with this insightful expert guide.

• Angel investors are independent investors who may demand a level of participation and control in return for their investment.
• The guide discusses the special issues that may arise in such situations, such as what the advantages are of bringing angel investors into your company.
• Learn how to balance the deal favorably for both the investor and the business.

Angel Investors: Structuring Deals That Work is available in PDF format, and is geared toward companies seeking investors in Canada.

Subscribe for common shares and warrants under an offering memorandum with this template Seed Capital Share Subscription for British Columbia.

• The purchaser is purchasing the securities for its own account and not for the benefit of another party.
• The securities are being offered subject to certain registration and prospectus exemptions.
• The securities will not be offered or sold in the United States or to U.S. Persons, as defined by the United States Securities Act 1933.
• The purchaser warrants that he/she is a director, officer, employee, founder or control person of the issuer, or is a family member, close friend or business associate of such a person.
• The purchaser acknowledges that he/she is investing entirely at his/her own risk and may lose all of the investment.
• The document includes certificate registration and delivery instructions, a list of the exemptions being relied upon, and definitions of the terms used in the Agreement.

The British Columbia Seed Capital Subscription Agreement for Common Shares and Warrants is a customizable template that you can easily tailor to fit your precise requirements.

Is your company offering common shares and warrants to investors under an offering memorandum in B.C.? Download this easy template Share Subscription Agreement for your investors to complete.

• The purchaser represents that it is purchasing the securities for its own account and not for the benefit of another party.
• The securities are being offered subject to certain registration and prospectus exemptions in the jurisdictions in which the securities are offered.
• The securities will not be offered or sold in the United States or to U.S. citizens.
• The purchaser acknowledges that the investment is speculative and involves a high degree of risk, and the purchaser warrants that it is able to bear the economic risk.
• The document includes certificate registration and delivery instructions, as well as Form 45-103F3, Risk Acknowledgement.

To get your copy of the British Columbia Subscription for Shares and Warrants under Offering Memorandum, just add it to your cart, check out, and then download the form.

Use this downloadable template to create a Loan Servicing and Tenancy in Common Agreement as part of an offering of fractional undivided interests in a promissory note, secured by a first mortgage.

• The agreement is between the investors (lenders) and a loan servicer who has arranged the loan between the lenders and the borrower.
• The servicer is acting as agent for the investors with respect to the promissory note, and no other relationship exists between the parties.
• The borrower will make all payments on the note to the servicer.
• The servicer will provide each lender with monthly statements and with the appropriate tax forms at the end of each year.
• The servicing fees will be paid monthly and will be calculated as a percentage of the principal balance outstanding at that date.
• If a foreclosure of the property is necessary and the servicer is required to manage the property, an additional property management fee will be charged.
• The servicer has the right to hold back a reserve sufficient to pay two months interest payments.
• If an investor fails to pay its pro rata share of any assessment within 10 days of request, that investor's right to receive principal and interest payments will be subordinated to the rights of all investors who have paid their share.
• This is a comprehensive legal form that you can tailor to your specific requirements.
• Intended to be used only in the State of California.

This California Offering Circular contains the details of an offering of fractional undivided interests in a promissory note secured by either a first mortgage or by other promissory notes secured by other collateral.

• The circular should be provided to any potential investors who may want to purchase interests.
• The document describes the fractional interests, the particulars of the loan and the loan servicing.
• The compensation being paid to the loan servicer and affiliates is disclosed, as are any conflicts of interest.
• The issuer must disclose any risks, ERISA and federal tax considerations with respect to the investment.
• Available in MS Word format.
• Intended to be used only in the State of California.

Make a private placement offering of common shares and share purchase warrants in several Canadian provinces under the terms of this template Offering Memorandum.

• In this example, the securities are being offered for sale in the Provinces of Alberta, British Columbia and Ontario.
• The sale of units must fall within the minimum and maximum number set in the Offering Memorandum.
• The investment is highly speculative and carries a high degree of risk.
• The securities are issued pursuant to applicable exemptions under the securities legislation in the jurisdictions in which the units are being offered for sale.
• There are restrictions on the resale or transfer of the securities.
• The document also contains sample Warrant Certificate, Transfer of Warrants, and Warrant Exercise forms.

This Offering Memorandum for Common Shares and Share Purchase Warrants is only for use in Canada. You can download the digital file immediately after purchase.

Use this Form 45-103F1 to prepare an offering memorandum for a non-qualifying issuer in Canada (as defined by Multilateral Instrument 45-102, Resale of Securities).

• A non-qualifying issuer is an issuer which has not filed a current Annual Information Form, regardless of whether or not its securities are listed on a Canadian exchange.
• The template comes with a full set of instructions and examples showing you how to complete each section.
• Also included is a Risk Acknowledgement Form (Form 45-103F3).
• The form has been updated as of March 30, 2004.

If you're a non-qualifying issuer, you should use this Form 45-103F1to issue an Offering Memorandum.

Instruct a corporation's transfer agent to issue shares with this template Treasury Order form for Canada.

• The Treasury Order is a directive from a corporation to the trust company acting as its transfer agent and registrar.
• The transfer agent is directed to issue fully paid and non-assessable shares to the parties named in the Treasury Order.
• The file also includes a Direction to Cancel form, to cancel shares that were issued in error.

To obtain the Canada Treasury Order form, add it to your shopping cart. Then go through our secure checkout and download the template to your PC or laptop.

Potential investors want to know all about your business before they decide to put money into it. Before you divulge your sensitive information, get them to sign this Confidentiality Agreement.

• You can use this form anytime you are in discussions regarding a potential acquisition or investment in the company.
• The Agreement template includes a no solicitation clause, under which the investor agrees not to solicit either your customers or employees.
• This is a generic legal form that can be used anywhere.
• Don't risk the loss of trade secrets or proprietary information. Download the Investor Confidentiality Agreement for your business.
• Available in MS Word format.

Issue debentures as security for funding with this downloadable Convertible Debenture template.

• The Debenture is issued by a corporation to a lender as security for a commercial loan.
• The Debenture is convertible into shares in the capital of the corporation at any time prior to the repayment of the principal amount of the loan (but not including any accrued but unpaid interest).
• This is a generic legal form which is not specific to any country, state or province.
• The Convertible Debenture template is fully editable and can be easily customized to meet your needs.

Issue debentures to investors and lenders with this Canada Convertible Debenture Certificate with RRSP and RRIF Eligibility.

• The Debenture has a 21-year term.
• This is a qualified investment for RRSP and RRIF funds under the Income Tax Act.
• The Debenture is convertible into shares of the issuing corporation.
• Available in MS Word format.
• Governed by Canadian tax laws and intended for use only in Canada.

Raise funds to complete a development through the sale of syndicated mortgage interests with this Co-Ownership Agreement for Canadian land developers.

• The agreement is between the various investors (co-owners of undivided interests in the syndicated mortgage), a trustee holding the land and an agent acting on behalf of the co-owners.
• The co-owners grant the agent power to act as attorney on their behalf with respect to leasing, subdividing, rezoning, sale or otherwise dealing with the lands which are subject to the mortgage.
• The mortgaged lands are registered in the name of the trustee, who holds the lands in trust for the co-owners. The co-owners each hold an undivided interest in the lands as tenants-in-common.
• The agent will collect funds under the mortgage on behalf of the co-owners and make distributions to the owners from those funds.
• The agreement provides for meetings of co-owners, and the keeping of books, records and financial information by the agent.
• This form is part of the paperwork required for a syndicated mortgage investment in Canada.

Use these templates to prepare corporate resolutions for a Canadian corporation to make a loan under a syndicated mortgage.

• The resolutions authorize the corporation to:
  • lend money to a related corporation (typically a land development company) under the terms of a syndicated mortgage on the lands owned by the borrowing company, and
  • enter into a co-ownership agreement with the investors who purchase fractional interests in the mortgage.
• This package of templates is available as a downloadable MS Word file.
• Intended for use only for corporations incorporated in Canada.

Issue a Demand Debenture to a shareholder or investor as security for a loan with this template form.

• Interest on the principal amount secured by the Debenture will be compounded semi-annually and paid monthly.
• The Debentures are issuable as fully registered Debentures under the terms of a Trust Indenture.
• The Debenture does not become obligatory until it is certified by the trustee.
• This Demand Debenture template is available as a downloadable MS Word file which can be easily customized to fit your needs.

Issue debentures to investors and lenders with this Canada Demand Debenture Certificate with RRSP and RRIF Eligibility.

• The debenture certificate is for public companies only.
• The debenture has a 21-year term.
• This is a qualified investment for RRSP and RRIF funds under the Income Tax Act.
• Available in MS Word format.
• Governed by Canadian tax laws and intended for use only in Canada.

Prepare a Directors Resolution to Issue Warrant Shares with this easy digital template.

• The directors of the corporation resolve to accept subscriptions for shares from warrant holders exercising the share purchase warrants issued to them by the corporation.
• The corporate secretary is instructed to issue the appropriate common shares to the warrant holders.
• This is a generic director's resolution template which is not specific to any country or region.
• Available as a downloadable MS Word template.

Investors who are family, friends or business associates of the issuer must complete this form 45-106F12 when buying shares under an exempt private placement offering.

• This form comprises amendments in Ontario that came into effect on May 5, 2015.
• The investor acknowledges that the investment is risky and that they may lose their entire investment.
• This form can only be used by investors who are:
  • a principal of the issuer,
  • a family member, business associate or close friend of a majority shareholder, or
  • a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are one of the above.
• Available in PDF format.
• This free form is issued by the British Columbia Securities Commission.

Discover how to develop an investor relations program for your company with this 8-page downloadable guide.

• The guide was created by the Osborne Group Inc., a Canadian project management and business coaching firm.
• It was prepared to illustrate how companies can ensure that their investors have a good level of understanding about the business and its operations.
• You will also find tips on how to promote better communication between the company and its financial partners.
• If your company has investors who are not actively involved in the business, this guide will be a valuable information resource.
• Available in PDF format.

Prepare an Information Memorandum for a syndicated mortgage investment in Canada with this fully customizable template.

The offering will be made to Canadian residents who want to invest in the syndicated mortgage. Information contained in the memorandum includes:

• encumbrances which are allowed to be registered against title to the land,
• information relating to the land and the proposed development,
• the corporate history and details of the parties involved (lender, land developer),
• details of the purchase and sale agreement for the land,
• details of the co-owner agreement among all the co-owners
• a warning to investors about the speculative nature of the investment.

This template is available as a fully editable MS Word document. Intended for use only in Canada.

Hire an investor relations manager to handle your company's dealings with its investors and shareholders with this easy template contract form for Canadian companies.

• The contractor is an independent contractor, not an employee.
• The contract is non-exclusive and the contractor is not required to devote all of his/her time and efforts to providing the services, provided that the contractor does not provide similar services to competitors or customers of the client.
• The fee will be as agreed between the parties, however a minimum monthly fee will be paid regardless.
• The contractor's confidentiality obligations survive the termination of the contract.
• Available in MS Word format and fully customizable.
• Intended to be used only in Canada.

Learn how to approach angel investors to raise capital for your business with this 3-page article and investment request form.

• Angel investors are independent investors who may demand a level of participation and control in return for their investment.
• The article contains a sample Investment Request form which outlines the business opportunity, your supporting material and the factors you believe give you credibility.
• Investors Wanted: A Typical Investment Request to Approach Angel Investors is a Microsoft Word download. Copyright by the author Phil Thompson, an Ontario lawyer who advises clients in raising venture capital.

This Irrevocable Share Subscription Agreement should be completed by any party wishing to invest in shares offered as part of a private placement under an offering memorandum.

• The subscription may not be revoked by the investor for a period of 6 months.
• The investor represents to the issuer that it is qualified to invest in the offering (accredited ⁄ sophisticated investor status) and has sufficient financial means to bear the loss of the total investment.
• If the investor is not a natural person, the investing entity must warrant that it has not been formed specifically to purchase the shares.
• The investor acknowledges that he/she is aware that the investment involves a high degree of speculative risk.
• The investor represents that the shares are not being acquired for resale.
• The shares are only being offered in the United States to U.S. residents.
• To get your copy of the Irrevocable Share Subscription, click "Add to Cart" and check out using your preferred payment method. You can then download the form to your PC or laptop.

Prepare a Loan Agreement for a syndicated mortgage transaction with this template form for Canada.

• The syndicated mortgage is being offered as an investment opportunity to raise capital for development of the subject lands.
• Part of the loan advance will be set aside as security for repayment of the interest on the loan. The remainder of the loan proceeds will be used to purchase, develop, finance or refinance the land.
• Additional security for the loan includes the mortgage, an assignment of rents and leases, and a reserve fund.
• Interest accrues daily, is calculated quarterly in advance and is payable quarterly in arrears.
• This legal contract template is available as a fully editable Microsoft Word document.
• Intended for use only for transactions in Canada.

Prepare an Offer to Purchase Undivided Interest in Property under a syndicated mortgage with this template form for Canada.

• The offer is made by an investor who wants to purchase an undivided interest in a syndicated mortgage investment.
• The offer contains representations and warranties given by each party.
• The purchaser, as a co-owner of the lands, directors that title be held in trust by the trustee appointed under the Co-ownership Agreement made among all the co-owners.
• The purchaser grants the vendor an unconditional irrevocable option to repurchase the interest for the purchase price.
• This legal form template is downloadable and editable.
• Intended for use only in Canada.

You can do a private placement of limited partnership units as a tax shelter under the provisions of this Offering Memorandum for Sale of Limited Partnership Units.

• The investment will qualify as a tax shelter, in accordance with the Income Tax Act (Canada).
• Any investment in the units should be considered as very risky, and should only be undertaken by investors who are financially able to risk losing their entire investment.
• The offering is made pursuant to certain exemptions under the applicable securities legislation in the jurisdictions in which the shares are being offered for sale.
• There are certain restrictions on the resale or transfer of the securities.
• The template contains a section on income tax consequences of investing in a tax shelter investment under the shelter provisions of the Income Tax Act.
• Available in MS Word format.

Ontario investors can use this Share Subscription form to purchase securities being offered in a private placement of shares.

• The investor must be purchasing the shares for their own behalf and not for someone else.
• The form is only for Ontario residents.
• This form of Subscription should be used only by close friends or business associates of a principal or promoter of the issuing corporation.

The Ontario Investor Share Subscription is part of the required documentation for any private securities offering.

Use this handy preparation checklist and planning guide to help you get ready for a meeting of investors.

• This free checklist covers the various aspects involved in holding an investor meeting, including:
  • making travel arrangements for out-of-town attendees,
  • rehearsal,
  • staging,
  • follow-up.
• If your company has investors who are not actively involved in the business, this guide can help you develop your investor relations strategy.
• Available as a free PDF download.

This Form 45-106F4 Risk Acknowledgment Form must be completed by individual investors in exempt private placements.

• This is a consolidated form that incorporates the amendments effective April 30, 2016.
• The form must be completed by individual investors in private placement offerings that rely on the Offering Memorandum Exemption from prospectus requirements under portions of section 2.9 of National Instrument 4-106.
• It includes two additional schedules which must be completed by each investor that is an individual resident in either Alberta, New Brunswick, Nova Scotia, Ontario, Québec or Saskatchewan.
• The document contains information and instructions to help investors complete the form.
• Available in MS Word format.
• This is a free form provided by the British Columbia Securities Commission.

When doing a private placement of shares in Canada, an issuer provides certain documents to potential investors. One of those forms is the Share Subscription Agreement.

• An investor who wants to purchase shares under the offering must complete and send the Subscription Agreement to the issuing corporation.
• The rights, restrictions, privileges and conditions attaching to the shares are described, such as voting rights, rights to dividends, and rights on dissolution.
• This template contains provisions for both shares and share warrants.
• The subscriber acknowledges that because the securities are being purchased under a prospectus exemption, most of the civil remedies available under securities legislation is not available.
• Once you purchase the Canada Share Subscription Agreement for Private Placement, you can customize it with your specific details and use it as often as you need to.

Prepare shareholders resolution authorizing the directors of a Canadian corporation to issue a prospectus with this downloadable template.

• The shareholders instruct the Board of Directors to issue a preliminary prospectus for a public offering of common shares.
• The shareholders approve the draft of the prospectus, as well as a stock option plan, and they authorize the directors to grant options under the stock option plan.
• The corporation is authorized to list its shares on a specified stock exchange.
• These Canada Shareholders Resolutions Authorizing Prospectus are available in MS Word format.

Appoint a registrar and transfer agent for a Canadian public company with this Shareholders Resolution to Appoint Transfer Agent.

• The shareholders of the corporation authorize the corporation to appoint the registrar and transfer agent pursuant to an underwriting agreement with the corporation.
• The transfer agent will record and deal with all transfers of common shares of the corporation.
• This template form can be used in any province which has a Business Corporations Act.
• The Resolution template is available in MS Word format and is easy to download and use.

Investors in an RRSP-eligible investment in Canada must provide this Statutory Declaration as part of the required documentation.

• This form of Declaration would be used by an investor purchasing shares in a Canadian corporation pursuant to a private placement offering.
• The declaration is required for the purpose of putting the investment through the investor's Registered Retirement Savings Plan (RRSP).
• Available in MS Word format. Re-usable and customizable.
• Intended to be used only in Canada.

Prepare a Subscription Form for Warrant Shares with this easy template form for Canada.

• The shares will be issued to a warrant holder exercising his/her warrants according to the terms of the Warrant Indenture.
• The warrant holder must complete the Subscription Form and send it to the corporation along with the purchase price for the shares.
• This form is available as a downloadable and fully editable template.
• Intended for use only in Canada.

Learn what you need to know as an investor in Canada with this free guide.

• The guide discusses the importance of the prospectus as a source of information and disclosure for Canadian investors.
• Learn what a prospectus is, what information it must contain, and why you should thoroughly review the prospectus materials before considering whether to invest in a particular company or mutual fund.

Appoint a trust company as transfer agent and registrar of securities in connection with a preliminary prospectus under this template agreement for Canadian issuers.

• The transfer agent is also appointed as dividend disbursement agent, to distribute dividends to the shareholders.
• The transfer agent will record all new share issuances and sales and transfers of shares, will issue all certificates, and keep up-to-date shareholder registers.
• The issuer indemnifies the transfer agent against all claims and losses arising in connection with its performance under the agreement except for instances of negligence, misconduct or bad faith.
• This legal contract template is available as a fully editable MS Word template.
• Intended for use only in Canada.

Appoint a trustee to hold title to syndicated mortgage interests on behalf of the co-owners with this fully editable template for Canadian land deals.

• The trustee holds title to the land in trust in accordance with both the Trust Agreement and a Co-Owners Agreement among the co-owners and the issuing corporation.
• The co-owners, when not in default under the agreement, are entitled to full rights of ownership of the land, including possession and right of use.
• The trustee will not be required to expend its own funds or incur any financial liability.
• The Trustee has the power to commence any actions or proceedings it considers necessary to protect the rights of the Co-Owners and their respective interests in the land.
• This legal form template is available as a downloadable and fully editable MS Word document.
• Governed by Canadian laws and intended for use only in Canada.

Prepare a Trust Deed and Mortgage for a syndicated land investment in Canada with this downloadable template.

• This Deed creates a number of mortgages which will be registered against title to lands on which a condominium project will be developed.
• The mortgages form the basis of a syndicated (fractional) investment offering.
• Investors can purchase an interest in the mortgages and will be paid a guaranteed rate of interest on their investment.
• The Trust Deed appoints a trustee who will hold title to the lands on behalf of all of the investors (mortgagees).
• The mortgages are all first mortgages and all rank equally with one another.
• The mortgagor can pay out the mortgage at any time, but must pay a bonus to the investors equal to 12 months' interest on the mortgage balance.
• This legal form template is available in MS Word format and is fully editable.
• Governed by Canadian laws and intended for use only in Canada.

Prepare a Trust Indenture to issue debentures to lenders or investors with this fully editable template.

• The parties to the Trust Indenture are the corporation and a trustee appointed to act on behalf of the debenture holders.
• The debentures are series registered bonds to be secured by certain assets and property of the corporation, including promissory notes obtained by the corporation.
• All bonds issued are equally secured, rank pari passu and rateably without discrimination or preference.
• Interest accruing on the bonds accrues monthly and will be paid monthly in arrears.
• The deed provides for the issuance of supplemental indentures.
• The template also includes a sample debenture certificate.
• This legal form template is fully editable to fit your circumstances.

If your role involves raising capital, you need to understand the different types of investors. This 13-page article can help you do that.

• Direct investors.
• Investment advisors.
• Institutional analysts.
• Portfolio managers.
• Pension fund and investment managers.
• Self-managed pension funds.
• Insurance companies (life, property and casualty).
• Bank trust departments and investment subsidiaries.
• University endowment funds.
• Foreign institutions.
• Brokers and brokerage traders.
• Investment clubs.
• Market makers and specialists.
• Business / financial editors and columnists.

As a fund raiser, you need this valuable information to help you fulfill your role better. Get a copy of Understanding Investors: An Overview of Roles and Relationships today.

Induce an investor to inject capital into a US company by offering a Convertible Note as security for repayment of the investment.

• All amounts due will become immediately due and payable upon any default by the borrower (Obligor).
• The indebtedness under the Note will be subordinated to all other indebtedness of the Obligor.
• The holder of the Note may at any time prior to maturity of the Note, convert all or any part of the outstanding indebtedness into shares in the capital of the Obligor.
• Prior to an initial public offering by the Obligor, the entire outstanding balance will be automatically converted into shares.
• The conversion price will be adjusted to protect the rights of the holder on the occurrence of a stock split, dividend, recapitalization, merger, consolidation or similar transaction.

Do you hold a Convertible Note as security for a US investment? Sell all or part of the Note with this Convertible Note Purchase Agreement.

• The seller agrees to waive any claim for accrued but unpaid interest.
• The seller agrees not to convert any portion of the Note prior to closing the sale.
• As of the date of the agreement, the seller has no claims against the issuer of the Note, and vice versa.
• The issuing company represents that no event of default has occurred or is likely to occur.

Hire an agent to find potential investors or purchasers with this Finder's Fee Agreement for US based businesses.

• The parties to the Agreement are (i) a company looking for a source of financial backing and (ii) an agent who will introduce the company to potential investors or acquirers to complete a financing with the company.
• The definition of a financing includes acquisition or disposition of an interest in the company, equity investment, loans or other credit transactions, or acquisition by a publicly traded company.
• The agent will receive a finder's fee for each financing consummated by the company. The finder's fee will be paid in cash from the proceeds of the financing.
• If the financing is completed in several stages, the agent will be paid in portions corresponding to the stages of payments.
• The client will indemnify the agent against any claims arising as a result of material misrepresentation by the client of any of its corporate information.

Download the Finder's Fee Agreement and hire a professional to identify financing opportunities for your company.

The Investor Subscription Agreement with Rescission Notice should be given to each party interested in purchasing shares of stock in a U.S. corporation as part of a private placement.

• The Subscription Agreement must be signed by an investor who wants to purchase shares under the offering, and sent to the corporation with the investor's payment for the shares.
• Once accepted by the issuing corporation, the subscription becomes irrevocable.
• The subscriber acknowledges that he/she has sufficient means to be able to bear any financial risks of the investment.
• The subscriber also acknowledges having examined the corporation's documents and has determined that the shares are a suitable investment.
• This template includes a Notice of Rescission, which the investor can use to withdraw from the offering within 72 hours after submitting the subscription.

Download the Investor Subscription Agreement with Rescission Notice by first purchasing the document, then clicking on the Download button.

This Warrant Indenture provides for the issuance of share purchase warrants for common shares in a Canadian corporation.

• The shares will be issued on a one-for-one basis (1 warrant per common share).
• The exercise (purchase) price and the warrant holder's subscription rights will be adjusted accordingly in the event of subdivision or consolidation of the corporation's shares or the issue of convertible securities.
• A warrant holder may subscribe for less than the number of shares set out in their warrant certificate, and a new warrant certificate for the balance will be issued.
• The warrant holders and the trustee waive any right, cause of action or remedy as against the shareholders and directors of the corporation.
• Available as a downloadable MS Word template.
• Governed by Canadian laws and intended for use only in Canada.

Prepare a Warrant Certificate to Purchase Common Shares with this customizable template form for Canadian corporations.

• The Certificate is issued under the provisions of a Warrant Indenture.
• Under the Indenture, the holder is entitled to purchase common shares in the capital of the issuing corporation.
• The document also includes a subscription form which must be completed by the holder and submitted to the corporation when the warrant holder decides to exercise the warrant.
• Payment for the shares must accompany the subscription form.

Issuing warrant shares is a commonly used means of raising additional capital. Download the Warrant Certificate right after purchase.