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Business Transfer Letter Template for Hong Kong

A Business Transfer Letter is a formal document used in Hong Kong to initiate and document the transfer of a business from one entity to another. It operates under Hong Kong law and must comply with various ordinances including the Transfer of Businesses (Protection of Creditors) Ordinance and the Companies Ordinance. The document outlines the key terms of the transfer, including the identification of the business being transferred, consideration, effective date, and completion requirements. It serves as a crucial preliminary document in business transfer transactions, setting out the fundamental terms while maintaining the formality and requirements specific to Hong Kong's legal framework.

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What is a Business Transfer Letter?

The Business Transfer Letter is a essential document used in Hong Kong business transactions when one entity intends to transfer its business operations to another. It serves as both a formal notification and a preliminary agreement document, incorporating key elements required under Hong Kong law. This document is particularly important as it initiates the transfer process and sets out the fundamental terms of the transaction. The letter must comply with various Hong Kong ordinances and typically precedes more detailed transfer agreements. It's commonly used in situations ranging from small business sales to larger corporate restructurings, and must address specific Hong Kong regulatory requirements including creditor protection, employee rights, and business registration obligations. The Business Transfer Letter should clearly identify the parties, the business being transferred, key assets and liabilities, consideration, and completion requirements, while maintaining the formal letter format expected in Hong Kong business practice.

What sections should be included in a Business Transfer Letter?

1. Sender Details: Full company name, registration number, and address of the transferor

2. Date: Date of the letter

3. Recipient Details: Full company name and address of the transferee

4. Subject Line: Clear indication that this is regarding a business transfer

5. Business Identification: Clear description of the business being transferred, including registration details

6. Transfer Terms: Key terms of the transfer including effective date and consideration

7. Assets and Liabilities: Brief overview of what is included/excluded in the transfer

8. Completion Requirements: Key actions required to complete the transfer

9. Closing: Signature block and execution details

What sections are optional to include in a Business Transfer Letter?

1. Employee Matters: Include when employees are being transferred as part of the business

2. Intellectual Property: Include when specific IP assets need to be addressed

3. Ongoing Obligations: Include when there are post-completion obligations or transitional arrangements

4. Regulatory Approvals: Include when specific regulatory approvals are required

5. Tax Matters: Include when specific tax arrangements or obligations need to be addressed

What schedules should be included in a Business Transfer Letter?

1. Schedule 1 - Asset List: Detailed inventory of assets being transferred

2. Schedule 2 - Contracts List: List of contracts being transferred or assigned

3. Schedule 3 - Employee List: List of employees being transferred (if applicable)

4. Schedule 4 - Completion Actions: Detailed list of actions required for completion

5. Appendix A - Required Forms: Standard forms required for Hong Kong business transfer registration

6. Appendix B - Transfer Notices: Template notices required under Hong Kong law for creditors and other stakeholders

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Hong Kong

Document Type

Expense Policy

Cost

Free to use

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