[{"data":1,"prerenderedAt":535},["ShallowReactive",2],{"document-rollover-agreement-values-assets-with-surplus-account-D909":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":534},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"ROLLOVER AGREEMENT This Rollover Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor represents that there are [NUMBER] common shares issued and outstanding in the capital stock of [COMPANY NAME] - [COMPANY NAME] (the Corporation), a corporation incorporated under the [YOUR COUNTRY LAW] of [COUNTRY], and that the Vendor is the owner of the said [NUMBER] common shares (the Shares); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT] or [AMOUNT] per share; WHEREAS the Shares have an aggregate stated capital of [AMOUNT]; WHEREAS the Purchaser desires to purchase and the Vendor desires to sell the Shares; IT IS HEREBY AGREED THAT: SHARES SOLD AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Vendor hereby sells the Shares to the Purchaser, hereto present and accepting, and delivers to the Purchaser certificates representing the Shares duly endorsed to the Purchaser for transfer. The aggregate purchase price for the Shares is [AMOUNT] (the Purchase Price) which the parties consider to be the fair market value of the Shares, payable as set forth as Article [NUMBER] hereof. The Purchase Price for the Shares may be adjusted as provided in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE The Vendor acknowledges that he has received certificates representing [AMOUNT] Class D preferred shares (the Class D Shares) of the Purchaser in full payment of the Purchase Price. The parties hereto determine that the Class D Shares have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. VENDOR'S REPRESENTATIONS AND WARRANTIES The Vendor represents and warrants to the Purchaser that: the Corporation is incorporated under the [YOUR COUNTRY LAW] of [COUNTRY] and is duly organized and validly existing thereunder; the Shares are owned by the Vendor by good and marketable title; the Shares have been validly allotted and issued and are outstanding as fully paid and non-assessable shares; the Vendor is a resident of [COUNTRY] for the purposes of the Income Tax Act ([COUNTRY]) (the Federal Act) and the Taxation Act ([STATE/PROVINCE]) (the [STATE/PROVINCE] Act); the sale and delivery of the Shares as provided for in this Agreement shall not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both, constitutes a breach of or default under the Corporation's articles or by-laws or under any agreement, instrument, order, judgment or decree to which the Vendor or the Corporation is subject; and this Agreement constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar [YOUR COUNTRY LAW] generally affecting enforceability of creditors' rights. PURCHASER'S REPRESENTATIONS AND WARRANTIES The Purchaser represents and warrants to the Vendor that: the Purchaser is a corporation incorporated under the [YOUR COUNTRY LAW] of [COUNTRY] and is duly organized and validly existing thereunder; all necessary corporate action and proceedings have been taken to permit the execution of this Agreement; no approval or consent of any public or private authority is required to enter into this Agreement or to consummate the transaction provided for herein; the aforementioned actions do not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both constitutes a breach of or default under the articles or by-laws of the Purchaser or under any agreement, instrument, order, judgment or decree to which the Purchaser is subject; the Class D Shares have been validly allotted and issued and are registered in the name of the Vendor; the Purchaser is a taxable [COUNTRY] corporation within the meaning of the Federal Act and the [STATE/PROVINCE] Act; and this Agreement constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar [YOUR COUNTRY LAW] generally affecting the enforceability of creditors' rights. STATED CAPITAL ACCOUNT, CONTRIBUTED SURPLUS ACCOUNT AND ADJUSTMENTS The Vendor and the Purchaser agree that the Purchaser shall, in accordance with Subsection [SPECIFY] of the [COUNTRY] Business Corporations [ACT/LAW/RULE], add [AMOUNT] to its stated capital account in respect of the Class D Shares, being an amount equal to the cost to the Purchaser of the Shares. The difference, if any, between the Purchase Price and the amount added to the stated capital account in respect of the Class D Shares shall be added to the contributed surplus account of the Purchaser in respect of the Class D Shares. In the event that the amount referred to in paragraph 5.1 hereof is determined by final determination of the [COMPANY NAME] or the [COMPANY NAME] for the Province of [STATE/PROVINCE] (hereinafter collectively referred to as the Minister) or otherwise to be other than the amount added to the stated capital account in respect of the Class D Shares as aforesaid, then the Purchaser shall forthwith take all action as may be necessary or advisable to adjust such stated capital account nunc pro tunc to reflect any such determination and the contributed surplus account shall, ipso facto, be deemed to be amended accordingly. The parties hereto confirm that it is their intention that the Purchase Price shall represent the fair market value of the Shares",null,"Rollover Agreement Values Assets with Surplus Account","5",62,"doc","https://templates.business-in-a-box.com/imgs/1000px/rollover-agreement_values-assets-with-surplus-account-D909.png","https://templates.business-in-a-box.com/imgs/250px/909.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#909.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"rollover agreement values assets with surplus account","Rollover Agreement Values Assets with Surplus Account Template","https://templates.business-in-a-box.com/imgs/400px/909.png","https://templates.business-in-a-box.com/imgs/600px/909.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Equity & Mergers","/templates/equity-and-mergers/",[35,39,43,47,51,55,59,63,67,71,75,79,83,100,116,130,148,164],{"label":36,"url":37,"thumb":38,"extension":10},"Rollover Agreement Values Shares with Adjustment Clause","/template/rollover-agreement-values-shares-with-adjustment-clause-D910","https://templates.business-in-a-box.com/imgs/250px/910.png",{"label":40,"url":41,"thumb":42,"extension":10},"Rollover Agreement Values Shares with Election Clause","/template/rollover-agreement-values-shares-with-election-clause-D911","https://templates.business-in-a-box.com/imgs/250px/911.png",{"label":44,"url":45,"thumb":46,"extension":10},"Rolllover Agreement Assets","/template/rolllover-agreement-assets-D907","https://templates.business-in-a-box.com/imgs/250px/907.png",{"label":48,"url":49,"thumb":50,"extension":10},"Agreement of Purchase and Sale of Business Assets","/template/agreement-of-purchase-and-sale-of-business-assets-D318","https://templates.business-in-a-box.com/imgs/250px/318.png",{"label":52,"url":53,"thumb":54,"extension":10},"Rollover Agreement Many Value Provision Options","/template/rollover-agreement-many-value-provision-options-D908","https://templates.business-in-a-box.com/imgs/250px/908.png",{"label":56,"url":57,"thumb":58,"extension":10},"Agreement of Purchase and Sale of Business Assets Short","/template/agreement-of-purchase-and-sale-of-business-assets-short-D319","https://templates.business-in-a-box.com/imgs/250px/319.png",{"label":60,"url":61,"thumb":62,"extension":10},"Assignment of Assets","/template/assignment-of-assets-D938","https://templates.business-in-a-box.com/imgs/250px/938.png",{"label":64,"url":65,"thumb":66,"extension":10},"Fixed Assets Policy","/template/fixed-assets-policy-D13978","https://templates.business-in-a-box.com/imgs/250px/13978.png",{"label":68,"url":69,"thumb":70,"extension":10},"Agreement to Compromise Disputed Account","/template/agreement-to-compromise-disputed-account-D178","https://templates.business-in-a-box.com/imgs/250px/178.png",{"label":72,"url":73,"thumb":74,"extension":10},"Guarantee of Account","/template/guarantee-of-account-D400","https://templates.business-in-a-box.com/imgs/250px/400.png",{"label":76,"url":77,"thumb":78,"extension":10},"Authorization to Debit Account","/template/authorization-to-debit-account-D280","https://templates.business-in-a-box.com/imgs/250px/280.png",{"label":80,"url":81,"thumb":82,"extension":10},"Notice of Disputed Account","/template/notice-of-disputed-account-D451","https://templates.business-in-a-box.com/imgs/250px/451.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":92,"keywords":98,"url":99},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[93,95],{"label":17,"url":94},"business-legal-agreements",{"label":96,"url":97},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":114,"url":115},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[110,111],{"label":17,"url":94},{"label":112,"url":113},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":128,"url":129},"ADHESION TO THE UNANIMOUS SHAREHOLDER AGREEMENT I, [INDIVIDUAL NAME], domiciled and residing at [FULL ADDRESS], declare that: As of today, I subscribe to [NUMBER] class [SPECIFY] shares issued from the share-capital of [COMPANY NAME]; I have examined the Unanimous Shareholders Agreement and I am satisfied of its content and acknowledge that a copy of such documents has been remitted to me;","Adhesion to the Unanimous Shareholder Agreement","1",41,"https://templates.business-in-a-box.com/imgs/1000px/adhesion-to-the-unanimous-shareholder-agreement-D848.png","https://templates.business-in-a-box.com/imgs/250px/848.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#848.xml",{"title":6,"description":6},[126,127],{"label":17,"url":94},{"label":17,"url":94},"adhesion to unanimous shareholder agreement","/template/adhesion-to-the-unanimous-shareholder-agreement-D848",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":134,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":139,"keywords":146,"url":147},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[140,143],{"label":141,"url":142},"Finance & Accounting","finance-accounting",{"label":144,"url":145},"Buy & Sell Shares","buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":152,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":158,"keywords":157,"url":163},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":157,"description":6},"non disclosure agreement nda",[159,160],{"label":17,"url":94},{"label":161,"url":162},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":165,"descriptionCustom":6,"label":166,"pages":151,"size":167,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":172,"keywords":177,"url":178},"ARTICLES OF INCORPORATION These Articles of Incorporation (the \"Agreement\") are made and effective [DATE], BY: [YOUR COMPANY NAME] (the \"Incorporator\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [REGISTERED AGENT NAME] (the \"Registered Agent\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] ARTICLES OF INCORPORATION OF [CORPORATION NAME] The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a corporation under the laws of the [State/Province] of [STATE/PROVINCE]. NAME The name of the corporation shall be: NATURE OF BUSINESS This corporation may engage in or transact any and all lawful activities or business permitted under the laws of [COUNTRY], the State of [STATE/PROVINCE], or any other state, county, territory or nation. CAPITAL STOCK The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is [NUMBER] shares of common stock having a par value of [VALUE] per share. ADDRESS The street address of the initial registered office of the corporation shall be: [ADDRESS] and the name of the initial Registered Agent for the corporation at that address is: [NAME] SPECIAL PROVISIONS The stock of this corporation is intended to qualify under the requirements of Section [NUMBER] of the [LAW OR CODE] and the regulations issued thereunder. Such actions as may be necessary shall be deemed to have been taken by the appropriate officers to accomplish this compliance. TERM OF EXISTENCE This corporation shall exist perpetually. LIMITATION OF LIABILITY Each director, stockholder and officer, in consideration for his services, shall, in the absence of fraud, be indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in connection with the defense of, or for advice concerning any claim asserted or proceeding brought against him by reason of his being or having been a director, stockholder or officer of the corporation or of any subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted by law","Articles of Incorporation",38,"https://templates.business-in-a-box.com/imgs/1000px/articles-of-incorporation-D998.png","https://templates.business-in-a-box.com/imgs/250px/998.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#998.xml",{"title":6,"description":6},[173,174],{"label":17,"url":94},{"label":175,"url":176},"Incorporation Agreements","incorporation-agreement","articles incorporation","/template/articles-of-incorporation-D998",false,{"seo":181,"reviewer":194,"quick_facts":198,"at_a_glance":201,"personas":205,"variants":230,"glossary":258,"clauses":295,"how_to_fill":345,"common_mistakes":386,"faqs":411,"industries":439,"comparisons":464,"diy_vs_lawyer":476,"jurisdictions":489,"related_template_ids_curated":510,"schema":521,"classification":522},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185,"family":184,"is_canonical":179},"Rollover Agreement Template (Asset Valuation + Surplus (Free Word)","Free rollover agreement template covering asset valuation, surplus account mechanics, and transfer terms. Download in Word, edit online, or export as PDF. Free Word and PDF download.","rollover agreement template",[186,187,188,189,190,191,192,193],"rollover agreement values assets surplus account","asset rollover agreement template","rollover agreement word template free","business asset transfer agreement","surplus account rollover contract","rollover agreement download","asset valuation agreement template","rollover transaction legal document",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":199,"legal_review_recommended":200,"signature_required":200},"advanced",true,{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Rollover Agreement Values Assets With Surplus Account is a binding legal contract used when one party transfers identified assets into a new or existing entity, with the agreed value of those assets formally recorded and any excess value above a stated threshold credited to a surplus account. This free Word download provides a structured, professionally formatted starting point you can edit online and export as PDF for execution by all parties.\n","Use it when restructuring a business, contributing assets to a partnership or corporation in exchange for equity or units, or transferring property where the fair market value exceeds the consideration paid and the surplus must be formally tracked. It is particularly relevant in corporate reorganizations, mergers, and estate-planning rollover transactions.\n","The agreement covers party identification, a detailed asset schedule with agreed valuations, the mechanics of the surplus account, transfer conditions and closing procedures, representations and warranties on asset title and value, indemnification, governing law, and execution blocks for all parties.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Business owners restructuring entities","Rolling business assets into a holding company or new corporation at agreed values","persona-small-business-owner",{"title":211,"use_case":212,"icon_asset_id":213},"Corporate lawyers and transactional counsel","Documenting asset contributions and surplus mechanics in reorganization deals","persona-lawyer",{"title":215,"use_case":216,"icon_asset_id":217},"Accountants and tax advisors","Supporting clients through tax-deferred rollover transactions requiring formal documentation","persona-accountant",{"title":219,"use_case":220,"icon_asset_id":221},"Partnership and LLC managers","Formalizing partner capital contributions where asset values exceed par or stated capital","persona-operations-director",{"title":223,"use_case":224,"icon_asset_id":225},"M&A advisors","Structuring the asset contribution leg of a merger or acquisition with surplus tracking","persona-startup-founder",{"title":227,"use_case":228,"icon_asset_id":229},"Estate planners","Transferring appreciated assets into a family holding entity while recording surplus for tax purposes","persona-ceo",[231,235,239,242,246,250,254],{"situation":232,"recommended_template":233,"slug":234},"Rolling assets into a newly incorporated company in exchange for shares","Rollover Agreement Values Assets With Surplus Account","rollover-agreement-values-assets-with-surplus-account-D909",{"situation":236,"recommended_template":237,"slug":238},"Transferring property to a partnership in exchange for partnership units","Partnership Contribution Agreement","partnership-agreement-D12551",{"situation":240,"recommended_template":85,"slug":241},"Selling assets between related entities at agreed transfer prices","asset-purchase-agreement-D928",{"situation":243,"recommended_template":244,"slug":245},"Reorganizing a corporation where shares, not assets, are the rollover subject","Share Exchange Agreement","exchange-of-shares-agreement-D330",{"situation":247,"recommended_template":248,"slug":249},"Contributing a single piece of real property with surplus treatment","Property Transfer Agreement","assignment-of-real-estate-contract-D1158",{"situation":251,"recommended_template":252,"slug":253},"Merging two entities with a full asset schedule and valuation report","Merger Agreement","merger-agreement-D12659",{"situation":255,"recommended_template":256,"slug":257},"Transferring intellectual property as part of a business rollover","IP Assignment Agreement","ip-sale-agreement-D964",[259,262,265,268,271,274,277,280,283,286,289,292],{"term":260,"definition":261},"Rollover Transaction","A transfer of assets or shares from one entity to another, structured to defer or minimize immediate tax liability under applicable law.",{"term":263,"definition":264},"Surplus Account","A balance-sheet account that records the amount by which the fair market value of contributed assets exceeds the stated or paid-up capital attributed to those assets.",{"term":266,"definition":267},"Agreed Value","The fair market value of a transferred asset as determined and accepted by all parties to the agreement, used as the basis for share issuance or consideration calculations.",{"term":269,"definition":270},"Paid-Up Capital (PUC)","The amount recognized as legal capital for a corporation's shares for tax purposes — distinct from fair market value and critical in determining the tax cost of a rollover.",{"term":272,"definition":273},"Adjusted Cost Base (ACB)","The tax cost of a property for capital gains purposes, which the transferor carries over to shares received in a tax-deferred rollover.",{"term":275,"definition":276},"Boot","Non-share consideration received in a rollover transaction — such as cash, debt assumption, or notes — which may trigger partial recognition of a gain.",{"term":278,"definition":279},"Elected Amount","In a statutory rollover, the value at which the transferor and transferee jointly elect to transfer the asset, allowing the transferor to control the amount of gain or loss recognized.",{"term":281,"definition":282},"Section 85 Election (Canada)","A Canadian Income Tax Act provision allowing a taxpayer to transfer eligible property to a corporation on a tax-deferred basis at an elected amount agreed by both parties.",{"term":284,"definition":285},"Contributed Surplus","The portion of equity capital arising from asset contributions in excess of par or stated value, recorded separately from retained earnings.",{"term":287,"definition":288},"Representations and Warranties","Contractual statements of fact made by each party about the assets, their title, encumbrances, and the authority to transfer them, upon which the other party relies in closing.",{"term":290,"definition":291},"Indemnification","A contractual obligation by one party to compensate the other for losses, costs, or liabilities arising from a breach of the agreement or from undisclosed encumbrances on transferred assets.",{"term":293,"definition":294},"Closing Conditions","The specific actions, deliveries, and confirmations that must be completed before the asset transfer and surplus account entries become legally effective.",[296,301,306,311,316,321,326,331,336,340],{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Parties and Recitals","Identifies the transferor, the transferee entity, and any guarantors or acknowledgment parties, and sets out the background facts that explain why the rollover is being undertaken.","This Rollover Agreement is entered into as of [DATE] between [TRANSFEROR FULL LEGAL NAME] ('Transferor') and [TRANSFEREE CORPORATION / ENTITY NAME], a [JURISDICTION] [ENTITY TYPE] ('Company'). WHEREAS, Transferor wishes to transfer the Assets described herein to the Company in exchange for [SHARES / UNITS / CONSIDERATION] on the terms set out below.","Naming a trade name rather than the registered legal entity as the transferee. If the receiving entity's name does not match its corporate registry records, share issuance and title transfers may be legally defective.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Asset Schedule and Agreed Values","Lists every asset being transferred — real property, equipment, receivables, IP, or business goodwill — with the agreed fair market value assigned to each, totaling the aggregate rollover consideration.","Schedule A sets out each Asset, its description, and the Agreed Value attributed to it. The aggregate Agreed Value of all Assets is $[TOTAL AMOUNT]. The parties agree that the Agreed Values reflect fair market value as of [VALUATION DATE].","Using book value instead of fair market value on the schedule. Regulators, tax authorities, and future auditors will challenge a rollover where the elected or agreed values are not supportable — particularly for goodwill and IP.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Surplus Account Mechanics","Defines how the surplus account is established, calculated, and recorded — specifically the amount by which aggregate asset values exceed the paid-up capital or stated capital assigned to the shares or units issued in return.","The Company shall credit to its Contributed Surplus Account an amount equal to the excess of (a) the aggregate Agreed Value of the Assets over (b) the stated capital attributed to the [CLASS] Shares issued as consideration, being $[SURPLUS AMOUNT] as of the Closing Date.","Failing to distinguish contributed surplus from retained earnings in the company's books. Conflating these accounts creates dividend-designation problems and can expose shareholders to unintended tax consequences on distributions.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Consideration and Share Issuance","States the exact number and class of shares or units the transferee issues to the transferor as consideration, the stated capital amount per share, and any non-share consideration (boot) paid.","In consideration for the transfer of the Assets, the Company shall issue to Transferor [NUMBER] [CLASS] Shares at a stated capital of $[AMOUNT PER SHARE], for aggregate stated capital of $[TOTAL STATED CAPITAL]. No other consideration shall be payable unless set out in Schedule B.","Including unintended boot — such as assumption of a shareholder loan — without accounting for the gain it triggers. Any non-share consideration equal to or greater than the elected amount forces full gain recognition on that portion.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Tax Election","Documents the parties' agreement to jointly file a tax election (such as a Section 85 election in Canada or equivalent statutory provision) specifying the elected amount for each transferred asset, and their obligation to file the election by the required deadline.","The Transferor and the Company agree to jointly execute and file the Election on Form T2057 (or equivalent) with the Canada Revenue Agency within the time prescribed by subsection 85(6) of the Income Tax Act, electing the amounts set out in Schedule C for each eligible property.","Missing the filing deadline for the joint tax election. In Canada, a late T2057 election requires the CRA's acceptance and may attract a late-filing penalty — and in the worst case, the deferral is lost entirely, crystallizing the full gain.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Representations and Warranties of the Transferor","The transferor confirms that it owns the assets free and clear of undisclosed encumbrances, has authority to transfer them, and that the agreed values are not materially misleading.","Transferor represents and warrants that: (a) it has good and marketable title to each Asset, free and clear of all liens and encumbrances except as disclosed in Schedule D; (b) it has full power and authority to enter into this Agreement; and (c) to Transferor's knowledge, the Agreed Values do not materially misstate the fair market value of any Asset.","Using a blanket warranty of 'no encumbrances' without attaching a disclosure schedule. Undisclosed liens on transferred assets may result in the transferee acquiring impaired title, triggering indemnification claims after closing.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Representations and Warranties of the Transferee","The receiving entity confirms it is duly incorporated, authorized to issue shares, and that the share issuance is valid under its constating documents and applicable corporate law.","The Company represents and warrants that: (a) it is duly incorporated and in good standing under the laws of [JURISDICTION]; (b) the issuance of the Shares has been duly authorized by its board of directors; and (c) the Shares will be validly issued, fully paid, and non-assessable upon delivery.","Skipping the transferee's representations entirely. If the receiving entity has no authority to issue the class of shares specified, the transferor may receive defective securities — invalidating the rollover structure.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Closing Conditions and Deliveries","Lists the specific documents and actions each party must complete at closing — share certificates, board resolutions, asset transfer instruments, and updated corporate records — before the transfer becomes effective.","At Closing, the Company shall deliver to Transferor: (i) share certificate(s) for the Shares; (ii) a certified copy of the board resolution authorizing the issuance; and (iii) an updated shareholders' register. Transferor shall deliver to the Company: (i) executed transfer instruments for each Asset; and (ii) all keys, access credentials, and physical possession of tangible Assets.","Treating closing as a single signature event without tracking individual asset transfers. Real property, vehicles, and registered IP each require jurisdiction-specific transfer instruments — omitting any one can leave the title transfer legally incomplete.",{"name":290,"plain_english":337,"sample_language":338,"common_mistake":339},"Sets out each party's obligation to compensate the other for losses arising from a breach of its representations, warranties, or covenants, including the scope of covered losses and any limitation on liability.","Each party ('Indemnitor') shall indemnify and hold harmless the other party ('Indemnitee') from and against any and all losses, damages, costs, and expenses (including reasonable legal fees) arising from any breach of the Indemnitor's representations, warranties, or covenants in this Agreement, provided that the Indemnitor's aggregate liability shall not exceed $[CAP AMOUNT].","No indemnification cap. Unlimited indemnity exposure for a transferor who rolls over a business built over many years creates an asymmetric risk that can make the transaction commercially unacceptable.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose laws govern the agreement and the mechanism for resolving disputes — arbitration, mediation, or court — along with the venue.","This Agreement shall be governed by and construed in accordance with the laws of [PROVINCE / STATE / COUNTRY], without regard to its conflict-of-laws rules. Any dispute arising under this Agreement shall be resolved by binding arbitration in [CITY] under the rules of [ARBITRATION BODY], except that either party may seek injunctive relief from any court of competent jurisdiction.","Selecting a governing law jurisdiction that has no connection to where either the assets are located or the entities are incorporated. Courts may decline to apply foreign law to domestic asset transfers, creating enforceability uncertainty.",[346,351,356,361,366,371,376,381],{"step":347,"title":348,"description":349,"tip":350},1,"Identify and describe all parties using registered legal names","Enter the full registered legal name, jurisdiction of incorporation, and registered address for both the transferor and the transferee. If the transferor is an individual, include their full legal name and government-issued ID reference.","Run a corporate registry search the day you fill in this section — entity names change, and a mismatch between the agreement and the registry record can create title transfer problems.",{"step":352,"title":353,"description":354,"tip":355},2,"Prepare a complete asset schedule with supported valuations","List every asset being transferred in Schedule A with a description, identification number (serial, title reference, or registration number), and the agreed fair market value. Obtain third-party appraisals for real property, goodwill, and IP where values exceed $100,000.","If any asset carries an encumbrance — mortgage, lien, or security interest — disclose it on a separate Schedule D and confirm whether it transfers with the asset or is discharged at closing.",{"step":357,"title":358,"description":359,"tip":360},3,"Calculate the surplus account amount","Subtract the total stated capital to be attributed to issued shares from the aggregate agreed value of all assets. Enter this difference as the opening credit to the contributed surplus account and document the calculation in an exhibit.","Have your accountant confirm the surplus calculation before execution — an error here affects the company's paid-up capital records and can compound into tax problems on future share redemptions.",{"step":362,"title":363,"description":364,"tip":365},4,"Define the consideration: shares, stated capital, and any boot","Specify the number, class, and stated capital of shares to be issued. If any non-share consideration is included (cash, debt assumption, or notes payable), enter it in Schedule B and calculate whether it triggers partial gain recognition.","Keep boot below the transferor's adjusted cost base in the transferred assets to preserve full tax deferral in jurisdictions that permit elected-amount rollover treatment.",{"step":367,"title":368,"description":369,"tip":370},5,"Complete the tax election schedule","If a statutory tax election applies (e.g., Section 85 in Canada), complete Schedule C with the elected amount for each eligible property. Confirm that each elected amount falls within the required range — between ACB and fair market value.","Engage a tax advisor before setting elected amounts. An amount set too low for depreciable property can trigger recaptured depreciation; too high can waste the deferral.",{"step":372,"title":373,"description":374,"tip":375},6,"Draft and attach closing deliveries checklists","List the specific instruments needed to transfer each category of asset: land transfer forms for real property, bill of sale for equipment, assignment agreements for contracts and IP, and updated vehicle registrations.","Assign each closing delivery to a named responsible party with a deadline. An unstructured closing is the single most common cause of incomplete asset transfers in rollover transactions.",{"step":377,"title":378,"description":379,"tip":380},7,"Execute the agreement before the closing date","Both parties — and any guarantors — must sign the agreement and all schedules. If the transferee is a corporation, attach a board resolution authorizing the transaction and the share issuance.","Use dated counterpart signature pages so that each party's execution is timestamped — this matters for proving the transaction preceded any triggering tax event.",{"step":382,"title":383,"description":384,"tip":385},8,"File the tax election within the required deadline","Submit the joint tax election to the applicable tax authority by the statutory deadline — in Canada, the earlier of the transferee's tax return filing deadline for the year of transfer. Retain proof of filing.","Calendar the deadline the day you sign the agreement. Late elections are not automatically accepted and the late-filing penalty can approach the cost of the tax you were trying to defer.",[387,391,395,399,403,407],{"mistake":388,"why_it_matters":389,"fix":390},"Missing the tax election filing deadline","A late or unfiled joint election means the rollover deferral is lost, and the full accrued gain on transferred assets is recognized in the year of transfer — potentially triggering a large, unexpected tax bill.","Calendar the election deadline immediately upon signing and assign a named responsible party — typically the tax advisor — to confirm submission with proof of receipt.",{"mistake":392,"why_it_matters":393,"fix":394},"Using book value instead of fair market value on the asset schedule","Tax authorities can challenge agreed values that materially diverge from supportable fair market value, reassessing the gain and imposing penalties for misrepresentation.","Obtain independent appraisals for material assets — real property, goodwill, and IP — and attach the appraisal reports as exhibits to the agreement.",{"mistake":396,"why_it_matters":397,"fix":398},"Including unplanned boot that triggers partial gain recognition","Any non-share consideration paid to the transferor equal to or exceeding the elected amount crystallizes a taxable gain on that portion, defeating the deferral structure.","Before finalizing the consideration clause, model the boot against the transferor's ACB for each asset. Structure debt assumptions as the transferee's obligation, not as consideration paid to the transferor, where possible.",{"mistake":400,"why_it_matters":401,"fix":402},"Failing to distinguish contributed surplus from retained earnings in the company's books","Misclassification means future dividends may inadvertently access the wrong equity account, exposing shareholders to capital-dividend account errors and incorrect tax reporting.","Instruct the company's accountant to post the surplus account credit as a separate contributed-surplus line item on the balance sheet at closing, supported by the agreement's calculation exhibit.",{"mistake":404,"why_it_matters":405,"fix":406},"Omitting individual asset transfer instruments at closing","The rollover agreement itself does not transfer title to real property, registered vehicles, or IP — each requires a separate jurisdiction-specific instrument, and missing one leaves title legally in the transferor's hands.","Attach a closing deliveries checklist as a schedule, listing every required instrument by asset type, and confirm execution and registration of each before releasing share certificates.",{"mistake":408,"why_it_matters":409,"fix":410},"No indemnification cap on the transferor's liability","Unlimited indemnity exposure can make the transaction commercially unacceptable for a transferor rolling over the bulk of their life's work — and it leaves the deal vulnerable to renegotiation after signing.","Negotiate a liability cap expressed as a percentage of the aggregate agreed value (typically 10–25%) with a de minimis basket below which claims cannot be brought.",[412,415,418,421,424,427,430,433,436],{"question":413,"answer":414},"What is a rollover agreement with asset valuation and surplus account?","A rollover agreement with asset valuation and surplus account is a legal contract under which a transferor contributes identified assets to a corporation or other entity at agreed fair market values, receives shares or units as consideration, and the excess of asset values over stated capital is credited to a surplus account on the entity's balance sheet. It is commonly used in corporate reorganizations, business incorporations, and estate-planning transactions where tax deferral on the transfer is a key objective.\n",{"question":416,"answer":417},"When should a business use a rollover agreement?","Use a rollover agreement when transferring assets into a corporation or partnership in exchange for equity, when the fair market value of those assets exceeds the stated capital to be attributed to the shares issued, and when the parties want to formally document the surplus and any applicable tax election. Common triggers include incorporating a sole proprietorship, contributing a business to a holding company, and restructuring before a sale.\n",{"question":419,"answer":420},"What is the surplus account in a rollover agreement?","The surplus account — formally called the contributed surplus account — records the portion of transferred asset value that exceeds the stated or paid-up capital assigned to the shares issued in exchange. It is a separate equity account on the company's balance sheet and has implications for how future distributions are characterized for tax purposes. Getting the opening balance right at the time of the rollover is important for accurate ongoing equity tracking.\n",{"question":422,"answer":423},"What is a Section 85 election and does this agreement cover it?","A Section 85 election is a provision of the Canadian Income Tax Act that allows a taxpayer to transfer eligible property to a Canadian corporation on a tax-deferred basis by jointly electing a transfer price (the elected amount) within a prescribed range. This rollover agreement template includes a tax election clause and schedule designed for use with a Section 85 filing, though the specific form (T2057) must be completed separately and filed with the CRA within the statutory deadline.\n",{"question":425,"answer":426},"Does a rollover agreement need to be reviewed by a lawyer?","Yes, in most situations. A rollover agreement triggers tax, corporate law, and property law consequences simultaneously. The elected amount, surplus account mechanics, and closing instruments all require careful structuring to achieve the intended tax deferral and avoid inadvertent gain recognition. For straightforward single-asset rollovers at lower values, a template with accountant review may suffice; for multi-asset business rollovers, legal and tax counsel is typically essential.\n",{"question":428,"answer":429},"What assets can be transferred under a rollover agreement?","Eligible assets typically include capital property (real estate, equipment, vehicles), eligible depreciable property, inventory in certain circumstances, and intangible assets such as IP and goodwill. Each jurisdiction's tax rules define which properties qualify for deferred rollover treatment. Assets subject to liens or third-party consents require additional steps — lender consent for mortgaged property and contractual consent for assigned agreements — before they can be effectively transferred.\n",{"question":431,"answer":432},"What happens if the agreed value on the asset schedule is wrong?","If the agreed value materially understates or overstates fair market value, the tax authority can reassess the transferor's gain, deny the deferral, and impose penalties for misrepresentation. The transferee may also have claims under the agreement's representations and warranties if the misstatement was material. Supporting valuations with independent appraisals for significant assets is the most effective protection against reassessment.\n",{"question":434,"answer":435},"Can boot be included in a rollover transaction?","Yes, but with significant tax consequences. Boot — non-share consideration such as cash, assumed debt, or promissory notes — paid to the transferor triggers recognition of gain to the extent the boot equals or exceeds the elected amount. In jurisdictions that allow an elected-amount rollover, the transferor can control the gain recognized by setting the elected amount thoughtfully, but any boot above that amount results in taxable income. Structuring debt assumptions carefully is critical to minimizing boot exposure.\n",{"question":437,"answer":438},"What is the difference between a rollover agreement and an asset purchase agreement?","An asset purchase agreement transfers assets at full fair market value for cash or notes, triggering immediate recognition of any gain by the seller. A rollover agreement transfers assets in exchange for equity at an elected or agreed amount, deferring gain recognition to when the shares are eventually sold. The rollover is used for reorganizations and incorporations where the transferor wants to continue their economic interest inside the new entity; an asset purchase is used for arm's-length sales to third-party buyers.\n",[440,444,448,452,456,460],{"industry":441,"icon_asset_id":442,"specifics":443},"Professional Services","industry-professional-services","Accounting, legal, and consulting firms use rollover agreements to incorporate sole practices into professional corporations, transferring client relationships, work-in-progress, and equipment at agreed values with surplus credited to professional corp equity.",{"industry":445,"icon_asset_id":446,"specifics":447},"Real Estate","industry-real-estate","Property investors roll rental portfolios into holding corporations or partnerships, requiring careful valuation of each property and land transfer forms at closing; mortgage assumptions must be structured to avoid triggering recourse obligations.",{"industry":449,"icon_asset_id":450,"specifics":451},"Technology / SaaS","industry-saas","Founders transferring IP, software code, and domain assets into a newly incorporated company must support IP valuations independently; misvalued IP in a tech rollover is the most common trigger for CRA or IRS scrutiny.",{"industry":453,"icon_asset_id":454,"specifics":455},"Manufacturing","industry-manufacturing","Equipment-heavy businesses require serial-number-level asset schedules, depreciation recapture analysis for each piece of depreciable property, and physical delivery confirmations at closing to ensure complete title transfer.",{"industry":457,"icon_asset_id":458,"specifics":459},"Healthcare","industry-healthtech","Medical practice incorporations often involve goodwill, patient records (subject to privacy law transfer restrictions), and licensing conditions that must be satisfied before the rollover closes; regulatory consents add lead time.",{"industry":461,"icon_asset_id":462,"specifics":463},"Retail and Franchise","industry-retail","Franchise operators rolling locations into holding structures must obtain franchisor consent for entity changes; inventory valuation must reflect current cost — not retail — to avoid surplus account overstatement.",[465,468,471,473],{"vs":85,"vs_template_id":466,"summary":467},"","An asset purchase agreement transfers assets at full fair market value for cash or notes, with the seller recognizing any accrued gain immediately. A rollover agreement transfers assets in exchange for equity at an elected or agreed amount, deferring the gain to when the shares are ultimately sold. Use a rollover when the transferor wants continued equity participation; use an asset purchase for arm's-length third-party sales.",{"vs":469,"vs_template_id":466,"summary":470},"Share Purchase Agreement","A share purchase agreement transfers the shares of an existing company rather than its underlying assets. The buyer acquires all assets and liabilities through the share transfer. A rollover agreement transfers specific identified assets into a new or existing entity. Rollovers are used to build or restructure entities; share purchases are used to acquire existing ones.",{"vs":237,"vs_template_id":466,"summary":472},"A partnership contribution agreement governs contributions of assets or cash to a partnership in exchange for partnership units. A rollover agreement with surplus account is specifically designed for corporate-share transactions where the surplus account is a defined corporate equity concept. The two instruments overlap in reorganization contexts but the accounting treatment, tax rules, and legal formalities differ.",{"vs":474,"vs_template_id":466,"summary":475},"Business Transfer Agreement","A business transfer agreement covers the sale of an entire operating business as a going concern — including goodwill, contracts, employees, and liabilities — typically at a negotiated purchase price. A rollover agreement is a restructuring instrument used to move assets into an entity in exchange for equity, not to sell a business to a third party. The rollover is typically between related parties; the business transfer is typically at arm's length.",{"use_template":477,"template_plus_review":481,"custom_drafted":485},{"best_for":478,"cost":479,"time":480},"Single-asset rollovers at values below $50,000 with a straightforward equity exchange and no tax election required","Free","1–3 hours",{"best_for":482,"cost":483,"time":484},"Multi-asset business rollovers with a Section 85 or equivalent election, surplus account mechanics, and closing deliveries across multiple asset types","$1,500–$4,000 (lawyer plus accountant review)","1–2 weeks",{"best_for":486,"cost":487,"time":488},"Complex reorganizations involving real property, IP portfolios, third-party consents, multiple transferors, or cross-border asset transfers","$5,000–$20,000+","3–8 weeks",[490,495,500,505],{"code":491,"name":492,"flag_asset_id":493,"note":494},"us","United States","flag-us","IRC Section 351 governs tax-free transfers of property to a controlled corporation in exchange for stock, provided the transferors collectively hold at least 80% control immediately after the transfer. No formal joint election is required, but the transaction must be reported on Form 8594 for asset acquisitions and disclosed on the transferor's tax return. State law governs the corporate mechanics of share issuance and asset transfer, with real property requiring a deed filed in the county where the property is located.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"ca","Canada","flag-ca","Section 85 of the Income Tax Act is the primary mechanism for tax-deferred asset rollovers to Canadian corporations, requiring a joint election on CRA Form T2057 filed by the earlier of the transferee's filing deadline or the prescribed deadline. The elected amount for each eligible property must fall between the property's ACB (or UCC for depreciable property) and its fair market value. Contributed surplus and paid-up capital calculations are closely scrutinized by the CRA, and Quebec civil law imposes additional formality requirements for property transfers in that province.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"uk","United Kingdom","flag-uk","TCGA 1992 Section 165 and TCGA 1992 Section 162 provide holdover and incorporation relief for qualifying asset transfers to close companies and partnerships. Stamp Duty Land Tax (SDLT) applies to transfers of UK real property at market value, with relief available in limited group-reorganization scenarios. Companies House filings must reflect the updated share register, and a board resolution authorizing the share issuance is required under the Companies Act 2006. HMRC clearance is advisable for material reorganization rollovers.",{"code":506,"name":507,"flag_asset_id":508,"note":509},"eu","European Union","flag-eu","The EU Merger Directive (2009/133/EC) provides a framework for tax-neutral cross-border asset transfers between EU member-state entities, but implementation varies by member state. VAT implications on asset transfers depend on whether the transfer qualifies as a transfer of a going concern (TOGC), which is VAT-exempt in most member states. GDPR obligations apply if personal data forms part of the transferred asset base. Surplus account treatment follows member-state-specific accounting standards, which may differ from IFRS or local GAAP.",[241,511,512,513,514,515,238,516,517,518,519,520],"intellectual-property-assignment-D5229","adhesion-to-the-unanimous-shareholder-agreement-D848","share-purchase-agreement-deemed-dividend-D342","non-disclosure-agreement-nda-D12692","articles-of-incorporation-D998","bill-of-sale-D1229","certificate-of-corporate-resolution-D3","promissory-note-D434","indemnification-agreement-D13016","business-report-D12762",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":94,"secondary_folder":523,"document_type":524,"industry":525,"business_stage":526,"tags":527,"confidence":533},"equity-and-mergers","agreement","general","transition",[528,529,530,531,532],"restructuring","equity","legal","rollover-agreement","asset-transfer",0.75,"\u003Ch2>What is a Rollover Agreement Values Assets With Surplus Account?\u003C/h2>\n\u003Cp>A \u003Cstrong>Rollover Agreement Values Assets With Surplus Account\u003C/strong> is a legally binding contract under which a transferor contributes identified assets to a corporation or other entity at agreed fair market values, receives shares or equity units as consideration, and the excess of the aggregate asset values over the stated capital attributed to those shares is formally recorded as a credit to the entity's contributed surplus account. The agreement documents every material dimension of the transaction: the asset schedule with supported valuations, the share issuance mechanics, any applicable tax election, closing deliveries, and the representations and warranties each party makes about title, authority, and value. It functions simultaneously as a corporate restructuring instrument, a tax-planning document, and a property transfer record — and in jurisdictions such as Canada, it provides the contractual foundation for a joint statutory election that allows the transferor to defer accrued gains on transferred property.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a formal rollover agreement, a business restructuring or incorporation can unravel on multiple fronts at once. Tax authorities in Canada, the United States, and the United Kingdom require specific documentation — and in Canada, a joint election — to recognize the deferral; absent that paperwork, the full accrued gain on transferred assets becomes taxable in the year of transfer. Corporate law requires a board resolution and updated share register to validate the share issuance; without them, the transferor's equity interest may be challenged by future investors, lenders, or litigation counterparties. The surplus account entry, if omitted or misclassified, corrupts the company's equity records and creates errors that compound across every future distribution, redemption, and tax filing. A properly executed rollover agreement with a complete asset schedule, calculated surplus, and filed tax election resolves all of these risks in a single instrument — and this template gives you the structure to get there without starting from a blank page.\u003C/p>\n",1781186039301]