Special Resolution to Reorganize Share Capital | Canada

Prepare the required corporate resolutions to reorganize an Ontario corporation's share capital with this Section 86 Rollover Resolutions Package.

• These documents are required for a rollover with a fixed redemption amount, under s. 86 of the Income Tax Act (Canada).
• The package contains:
  • Special Resolution with instructions for wording of the Articles of Amendment, fixing the redemption amount on the new preference shares to be created;
  • Share Subscription for the replacement shares;
  • Corporate Resolutions accepting the subscriptions, setting the redemption amount for the new shares and including an undertaking of the directors not to declare dividends if it would reduce the corporation's assets and make it unable to redeem the shares at their full redemption amount;
  • Share Subscription from the new shareholder for the new shares;
  • Corporate Resolutions issuing the new shares.
• Completing the paperwork for an asset exchange is so much easier with this package of documents.
• Available in MS Word format.
• Intended to be used only in the Province of Ontario, Canada.

This package contains the resolutions and corporate forms required for a reorganization of a corporation's share capital through a Section 86 Rollover.

• This package contains the following:
  • Special Resolution with instructions for wording of the Articles of Amendment, with the redemption amount on the new preference shares to be set by the directors at the time of issue;
  • Share Subscription form for the new shares;
  • Corporate Resolutions accepting the subscriptions, limiting the addition to the capital account;
  • Directors' Undertaking not to declare dividends if it would reduce the corporation's assets and make it unable to redeem the shares at their full redemption amount.
• This Section 86 Rollover Resolutions Package contains all of these documents in one downloadable MS Word file. All forms are fully editable to fit your specific circumstances.
• Governed by Canadian tax laws and intended to be used only in the Province of Ontario.

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.