Ontario Section 85 Asset Rollover - Investments

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 Ontario Section 85 Rollover Agreement (Assets for Preferred Shares) is available in MS Word format, and is fully editable to fit your specific circumstances.

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.

Transfer shares under subsection 85(1) of the Income Tax Act (Canada) with this Ontario Section 85 Rollover Corporate Approval & Implementation Forms Package.

The package of forms contains:

• Bill of Sale and Indemnity, including the vendor's indemnity of the purchaser, and representations and warranties with respect to the sale;
• Corporate Resolutions approving and authorizing the transaction;
• Share Transfer Form transferring shares from the vendor to the purchaser;
• Share Subscription from the vendor for new shares being issued by the purchaser as payment for the shares being transferred in the rollover.

This Ontario Section 85 Rollover Corporate Approval & Implementation Package is provided in MS Word format, and the forms are all fully editable to fit your specific circumstances.

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.
• This document is governed by Canadian tax laws and is intended for use in Canada only.

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.