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Unit Transfer Agreement for Canada

Unit Transfer Agreement Template for Canada

A Unit Transfer Agreement is a legally binding document used in Canadian jurisdictions to formalize and execute the transfer of ownership units from one party to another. This agreement is commonly used for transferring interests in private companies, partnerships, trusts, and other business entities. The document addresses key aspects including the terms of transfer, purchase price, representations and warranties, and closing conditions, while ensuring compliance with relevant provincial securities laws and federal regulations. It serves as a comprehensive record of the transaction and protects the interests of all parties involved.

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What is a Unit Transfer Agreement?

The Unit Transfer Agreement is a fundamental document used in Canadian business transactions to facilitate the transfer of ownership units between parties. It is particularly important in private company transactions, partnership restructurings, and investment exits where units or interests are being sold or transferred. The agreement ensures compliance with provincial securities laws, federal tax regulations, and corporate governance requirements. This document is essential when documenting the terms and conditions of the transfer, including purchase price, payment terms, representations and warranties, and any conditions precedent to closing. The agreement also typically includes provisions for regulatory compliance, tax considerations, and necessary corporate approvals. It serves as both a record of the transaction and a legally binding contract that protects all parties' interests while ensuring proper documentation for corporate records and regulatory requirements.

What sections should be included in a Unit Transfer Agreement?

1. Parties: Identification of the transferor, transferee, and the entity whose units are being transferred

2. Background: Context of the transfer, including description of the entity and current ownership of units

3. Definitions: Key terms used throughout the agreement

4. Transfer of Units: Core provision detailing the units being transferred and consideration

5. Purchase Price and Payment: Details of the purchase price, payment terms, and method of payment

6. Closing: Timing, location, and mechanics of the transfer completion

7. Representations and Warranties of Transferor: Transferor's statements regarding ownership, authority, and units

8. Representations and Warranties of Transferee: Transferee's statements regarding authority and capacity to purchase

9. Conditions Precedent: Conditions that must be satisfied before closing

10. Covenants: Ongoing obligations of the parties

11. Termination: Circumstances under which the agreement can be terminated

12. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

What sections are optional to include in a Unit Transfer Agreement?

1. Regulatory Compliance: Required when transfer involves regulated securities or industries

2. Tax Matters: Include when specific tax treatment or obligations need to be addressed

3. Non-Competition: Add when transferor should be restricted from competing post-transfer

4. Confidentiality: Include when sensitive information is exchanged during transaction

5. Third Party Consents: Required when transfer needs approval from other stakeholders

6. Drag-Along Rights: Include when majority unitholders can force minority to join the transfer

7. Tag-Along Rights: Include when minority unitholders have right to join the transfer

8. Purchase Price Adjustment: Add when price may be adjusted based on future events or calculations

What schedules should be included in a Unit Transfer Agreement?

1. Schedule A - Unit Details: Detailed description of units being transferred, including class, rights, and restrictions

2. Schedule B - Corporate Authorization: Copies of corporate resolutions approving the transfer

3. Schedule C - Transfer Form: Official form for recording transfer in company's records

4. Schedule D - Disclosure Schedule: Exceptions or qualifications to representations and warranties

5. Schedule E - Required Consents: List of third-party consents required for transfer

6. Appendix 1 - Unit Certificate: Copy of unit certificate(s) being transferred

7. Appendix 2 - Resignation Letters: If applicable, resignation letters from transferor's nominee directors

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Transfer Agreement

Cost

Free to use
Relevant legal definitions








































Clauses




































Relevant Industries

Financial Services

Private Equity

Investment Management

Real Estate

Professional Services

Technology

Manufacturing

Energy

Healthcare

Construction

Mining

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Investment Management

Compliance

Tax

Corporate Secretariat

Treasury

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Counsel

Investment Manager

Business Development Manager

Corporate Development Director

Investment Banker

Private Equity Manager

Fund Manager

Compliance Officer

Tax Director

Corporate Attorney

Transaction Advisory Manager

Partnership Manager

Unit Trust Administrator

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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