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Share Sale Agreement

Share Sale Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Share Sale Agreement

"I need a Share Sale Agreement governed by Hong Kong law for the sale of 100% shares in a technology startup, with an earn-out mechanism based on 2025 performance targets and provisions for key management to remain with the company for at least 12 months post-completion."

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Document background
A Share Sale Agreement is a fundamental document used in corporate transactions for transferring ownership of shares in a Hong Kong company. It is essential when acquiring or divesting shareholdings, whether for a partial or complete ownership transfer. The agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Stamp Duty Ordinance (Cap. 117). It typically includes detailed provisions on purchase price mechanics, warranties about the company's condition, pre-completion obligations, and post-completion protections. This document is crucial for both private and public company transactions, though public company transfers may require additional regulatory compliance. The agreement serves as the primary transaction document, supported by various ancillary documents such as board resolutions, statutory forms, and instrument of transfer.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s) and the target company

2. Background: Context of the transaction, including current ownership structure and purpose of the sale

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Sale and Purchase: Core transaction terms including description of shares being sold and basic sale obligations

5. Purchase Price: Amount payable for the shares and payment terms

6. Conditions Precedent: Conditions that must be satisfied before completion occurs

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

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties: Seller's warranties regarding the shares, target company, and business

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Confidentiality: Obligations regarding transaction confidentiality and announcements

12. Restrictions on Sellers: Non-compete and non-solicitation provisions

13. Further Assurance: Obligations to take additional actions necessary to effect the transaction

14. Notices: Process for serving notices under the agreement

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

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

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Tax Covenant: Include for comprehensive tax protection beyond warranties

3. Management Provisions: Include when sellers will continue involvement in management

4. Employee Matters: Include when specific employee arrangements are part of the transaction

5. Transitional Services: Include when seller will provide post-completion services

6. Break Fee: Include when parties agree to compensation if deal fails

7. Escrow Arrangements: Include when part of purchase price will be held in escrow

8. Regulatory Compliance: Include when specific regulatory approvals are required

9. Intellectual Property Rights: Include when IP transfer or protection is crucial to the transaction

Suggested Schedules

1. Details of the Target Company: Corporate information, share capital, and ownership structure

2. Warranties: Detailed warranties regarding the company, business, and assets

3. Properties: Details of real estate owned or leased by the target company

4. Intellectual Property: List of IP rights owned or licensed by the target company

5. Material Contracts: Summary of key commercial contracts

6. Employees: Details of employment terms for key personnel

7. Completion Requirements: Detailed list of documents and actions required at completion

8. Form of Resignation Letters: Template resignation letters for outgoing directors

9. Form of Board Resolutions: Template board resolutions approving the transfer

10. Disclosed Documents: List of documents disclosed against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

















































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Professional Services

Media and Entertainment

Energy

Telecommunications

Consumer Goods

Industrial

Education

Transportation and Logistics

Construction

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Board of Directors

Company Secretarial

Corporate Finance

Investment

Due Diligence

Strategy

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Banker

Managing Director

Company Secretary

Finance Director

Legal Counsel

Compliance Officer

Business Development Director

Corporate Development Manager

M&A Director

Transaction Manager

Due Diligence Manager

Risk Manager

Board Director

Private Equity Manager

Investment Director

Corporate Finance Manager

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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