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Buy Sell Agreement Between Business Partners Template for Hong Kong

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Key Requirements PROMPT example:

Buy Sell Agreement Between Business Partners

"I need a Buy Sell Agreement Between Business Partners for a Hong Kong tech startup with three equal partners, including specific provisions for insurance-funded buyouts in case of death or disability, and tag-along rights for minority protection."

Document background
The Buy Sell Agreement Between Business Partners serves as a critical business planning tool in Hong Kong's dynamic commercial environment. It is essential for companies seeking to establish clear protocols for ownership transitions and business continuity. This document becomes particularly relevant when founding partners establish a business, when new partners join, or during succession planning phases. The agreement, structured under Hong Kong law, typically includes comprehensive provisions for various scenarios such as partner retirement, death, disability, or voluntary exit. It addresses crucial elements including valuation methodologies, payment terms, funding mechanisms, and transfer restrictions, while ensuring compliance with Hong Kong's legal framework, particularly the Companies Ordinance and Partnership Ordinance. The document provides security and clarity for all stakeholders by establishing predetermined procedures for handling ownership changes.
Suggested Sections

1. Parties: Identification of all business partners and the company involved in the agreement

2. Background: Context of the agreement, current ownership structure, and purpose of the buy-sell arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary sale, etc.)

5. Purchase Price and Valuation: Methods for determining the purchase price of shares and valuation procedures

6. Payment Terms: Structure and timing of payments for purchased shares

7. Right of First Refusal: Procedures and timeframes for existing partners to purchase shares before third-party sales

8. Transfer Restrictions: Limitations on share transfers and required approvals

9. Funding Mechanism: Sources of funding for share purchases, including insurance policies if applicable

10. Tag-Along and Drag-Along Rights: Rights of partners to participate in or be required to join in sales

11. Deadlock Resolution: Procedures for resolving business deadlocks between partners

12. Confidentiality: Protection of confidential information during and after the agreement

13. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction

14. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Life Insurance Provisions: Details of life insurance policies funding share purchases in case of death

2. Disability Insurance Provisions: Specifications for disability insurance and related purchase procedures

3. Family Transfer Exceptions: Special provisions for transfers to family members or family trusts

4. Non-Competition Clause: Restrictions on competing business activities after share sale

5. Intellectual Property Rights: Special provisions for handling IP rights during ownership transfers

6. Tax Provisions: Specific arrangements for handling tax implications of share transfers

7. Management Transition: Procedures for management handover during ownership changes

8. Put and Call Options: Additional rights to force sale or purchase of shares

Suggested Schedules

1. Schedule 1: Current Ownership Structure: Details of current shareholding and ownership percentages

2. Schedule 2: Valuation Formula: Detailed methodology for company/share valuation

3. Schedule 3: Purchase Price Calculation: Step-by-step process for calculating purchase prices

4. Schedule 4: Insurance Policies: List and details of relevant insurance policies

5. Schedule 5: Transfer Notice Form: Standard form for initiating share transfers

6. Schedule 6: Deed of Adherence: Template for new shareholders joining the agreement

7. Appendix A: Company Information: Key company details and registration information

8. Appendix B: Shareholder Contact Details: Contact information for all parties to the agreement

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

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