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Business Transfer Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Business Transfer Agreement

"I need a Business Transfer Agreement under Hong Kong law for the sale of my manufacturing business with 50 employees, including transfer of factory premises and machinery, with completion planned for March 2025."

Document background
The Business Transfer Agreement is a fundamental transaction document used in Hong Kong for the sale and purchase of business operations as a going concern. It is particularly relevant when a business owner wishes to transfer their entire business operation, including assets, contracts, employees, and liabilities, to a new owner. This document type is essential for ensuring compliance with Hong Kong's legal framework, including the Transfer of Businesses (Protection of Creditors) Ordinance, Employment Ordinance, and other relevant legislation. The agreement typically includes comprehensive provisions covering purchase price mechanics, asset transfer procedures, employee transitions, warranty protection, and post-completion obligations. It's commonly used in both small business sales and larger corporate restructurings, requiring careful consideration of Hong Kong's specific legal and regulatory requirements to ensure a valid and effective transfer of the business.
Suggested Sections

1. Parties: Identification of the seller and buyer, including full legal names and registered addresses

2. Background: Context of the transaction, brief description of the business, and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms defining what is being sold and purchased

5. Purchase Price: Amount, payment terms, adjustments, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business conduct requirements

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Post-Completion Obligations: Actions required after completion, including transitional arrangements

10. Employee Matters: Treatment of employees and associated liabilities

11. Warranties: Seller's warranties about the business, assets, and liabilities

12. Limitations on Liability: Restrictions on warranty claims and general liability caps

13. Confidentiality: Obligations regarding confidential information and announcements

14. Restrictive Covenants: Non-compete and non-solicitation provisions

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Intellectual Property: Detailed provisions for IP transfer and licensing - include when significant IP assets are involved

2. Property: Specific provisions for real estate transfer - include when business premises are part of the transfer

3. Third Party Consents: Process for obtaining required consents - include when material contracts require consent for transfer

4. Tax Covenant: Specific tax indemnities and arrangements - include when tax exposures are significant

5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

6. Data Protection: Specific provisions for personal data transfer - include when significant customer/employee data is involved

7. Regulatory Compliance: Industry-specific regulatory requirements - include for regulated businesses

8. Earn-out Provisions: Structure for additional contingent payments - include when part of purchase price is performance-based

Suggested Schedules

1. Business Assets: Detailed list of all assets included in the transfer

2. Excluded Assets: List of assets specifically excluded from the transfer

3. Properties: Details of any real estate included in the transfer

4. Intellectual Property Rights: List of all IP rights being transferred

5. Employee Information: Details of transferring employees and their terms

6. Material Contracts: List of key contracts being transferred

7. Completion Obligations: Detailed list of actions and deliverables required at completion

8. Warranties: Detailed warranties about the business and assets

9. Form of Transfer Documents: Pro forma transfer documents required at completion

10. Permitted Encumbrances: List of permitted liens and encumbrances on assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





















































Clauses





































Relevant Industries

Manufacturing

Retail

Technology

Financial Services

Professional Services

Healthcare

Hospitality

Real Estate

Construction

Education

Transportation

Logistics

Media and Entertainment

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Operations

Human Resources

Commercial

Strategy

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Managing Director

Business Development Director

Finance Director

Company Secretary

Risk Manager

Compliance Officer

Operations Director

Commercial Director

Integration Manager

Transaction Manager

Business Owner

Entrepreneur

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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