Ontario Share Transfer and Release Forms

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.

Prepare a Share Purchase Agreement with Vendor Take-Back Provisions with this template form for Canadian corporations.

• A portion of the share purchase price will be paid by the purchaser to the vendor over time, secured by a promissory note.
• If the purchaser defaults, the promissory note will become due and the vendor may take back ownership of the shares (this is called vendor take-back).
• If the purchaser postpones consecutive payment, the second postponement will incur a late payment fee.
• The vendor's accountants will prepare closing financial statements.
• The purchaser must provide personal and corporate guarantees.
• The corporation's income taxes will be allocated between the parties in accordance with the closing.
• This Share Purchase Agreement with Vendor Take-Back Provisions is available as a fully editable MS Word document.
• This is a Canadian legal document.

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 can be used in many jurisdictions.
• The form is available as a MS Word download and easy to fill in or customize where required.

Prepare a Section 86 Share Purchase (Rollover) Agreement with this easy-to-use template for Ontario companies, pursuant to s. 86 of the Income Tax Act (Canada).

• The vendor shareholder sells the subject shares to a holding company in exchange for preference shares in the capital of the holding company.
• The parties agree to file joint elections under Section 86 under the Income Tax Act and as required under the Ontario Corporations Tax Act.
• The file also 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.
• Intended to be used only in the Province of Ontario, Canada.

Sell all your shares to your partner with this Share Purchase Agreement for an Ontario corporation.

• This template is for a company that has two shareholders who are equal partners.
• One partner sells all of its shares to the other partner for cash.
• The buyer will secure a release of any guarantees provided by the seller with respect to the business.
• The seller will release the buyer from all claims and agrees to sign a non-competition agreement.
• This downloadable Share Purchase Agreement is an easy exit strategy for an equal partner to transfer its interest while allowing the business to continue operations.
• This legal document was prepared to be used within the Province of Ontario, Canada.