The Buyout Agreement is a crucial document used in business acquisitions and corporate restructuring in Hong Kong. It serves as the primary agreement when one entity wishes to acquire another entity's business, whether through asset purchase, share transfer, or complete business takeover. This document must comply with Hong Kong's legal requirements, particularly the Companies Ordinance (Cap. 622), Securities and Futures Ordinance, and other relevant regulations. The agreement typically includes detailed provisions on purchase price determination, payment structures, warranties and representations, employee matters, asset transfers, and post-completion obligations. It's particularly important in private company acquisitions, corporate restructuring, and business succession planning, providing a comprehensive framework for the transaction while protecting both parties' interests under Hong Kong law.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Parties: Identification of the buyer(s) and seller(s), including full legal names and registered addresses
2. Background: Context of the transaction, description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction, including what is being sold and purchased
5. Purchase Price: Details of the consideration, payment structure, and payment mechanics
6. Completion: Timing and mechanics of the closing process, including conditions precedent
7. Seller's Warranties: Warranties regarding the business, assets, and liabilities being transferred
8. Buyer's Warranties: Warranties from the buyer regarding authority and ability to complete the transaction
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Confidentiality: Provisions regarding confidential information and announcements
11. Restrictive Covenants: Non-compete and non-solicitation provisions
12. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Employee Matters: Provisions regarding the transfer and retention of employees, to be included when employees are being transferred
2. Intellectual Property: Specific provisions for IP transfer and protection, necessary when significant IP assets are involved
3. Real Estate: Provisions regarding property transfer or assignment of leases, required when real estate is part of the transaction
4. Tax Covenant: Detailed tax-related provisions and indemnities, important for tax-heavy transactions
5. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent
6. Environmental Matters: Environmental warranties and indemnities, necessary for businesses with environmental risks
7. Data Protection: Provisions regarding transfer and protection of personal data, required when significant customer or employee data is involved
8. Transitional Services: Terms for post-completion services provided by seller, needed when operational continuity support is required
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Properties: Details of any real estate or leases being transferred
3. Schedule 3 - Intellectual Property: List of all IP rights being transferred
4. Schedule 4 - Employees: List of transferring employees and their key employment terms
5. Schedule 5 - Material Contracts: List of key contracts being transferred
6. Schedule 6 - Completion Obligations: Detailed list of actions required at completion
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Properties: Details of real estate assets or leases
9. Appendix A - Completion Accounts: Pro forma completion accounts and accounting principles
10. Appendix B - Form of Transfer Documents: Templates for various transfer documents required at completion
Find the exact document you need
Letter Of Intent Requesting For Accreditation
A formal letter under Hong Kong law expressing intent to seek accreditation from HKAS or other accreditation bodies, including preliminary compliance information and organizational capabilities.
Download
Lack Of Work Termination Letter
A Hong Kong-compliant termination letter for redundancy situations, detailing notice period, severance pay, and final entitlements.
Download
Shadow Equity Agreement
A Hong Kong law-governed agreement creating synthetic equity rights that mirror share ownership benefits without actual share issuance.
Download
Letter Of Intent To Purchase
A Hong Kong-governed preliminary document outlining the intent to purchase assets, property, or business, setting forth key terms and conditions for the proposed transaction.
Download
Company Merger Agreement
A Hong Kong law-governed agreement setting out terms and conditions for merging two or more companies, including merger structure, consideration, and completion requirements.
Download
Soft Termination Letter
A Hong Kong-compliant mutual agreement document for amicable termination of employment or business relationships, outlining agreed separation terms.
Download
Commercial Purchase Contract
A Hong Kong law-governed agreement setting out terms and conditions for the commercial sale and purchase of goods between businesses.
Download
Stock Footage License Agreement
A Hong Kong law-governed agreement for licensing stock footage content, establishing usage rights, technical requirements, and payment terms.
Download
Buyout Agreement
A Hong Kong law-governed agreement documenting the terms and conditions for the acquisition of a business, including purchase terms, warranties, and completion mechanics.
Download
Stock Purchase Agreement
A Hong Kong law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including price, warranties, and completion mechanics.
Download
Stipulated Price Contract
A fixed-price construction contract under Hong Kong law specifying terms, conditions, and predetermined price for construction works completion.
Download
Property Purchase Agreement
A Hong Kong law-governed agreement documenting the terms and conditions for the sale and purchase of real property, including all essential transaction elements and local legal requirements.
Download
Business Acceptance Letter
A formal document under Hong Kong law confirming acceptance of business terms or proposals between parties, establishing the foundation for a business relationship.
Download
Company Acquisition Agreement
A Hong Kong law-governed agreement for the sale and purchase of a company, detailing all transaction terms and conditions.
Download
Business Acquisition Agreement
A Hong Kong law-governed agreement documenting the terms and conditions for the acquisition of a business, including purchase terms, warranties, and post-completion obligations.
Download
Asset Purchase Term Sheet
A Hong Kong law-governed preliminary agreement outlining key terms and conditions for a proposed asset purchase transaction.
Download
Asset Acquisition Agreement
A Hong Kong law-governed agreement documenting the transfer of specified assets from seller to purchaser, including terms of sale, warranties, and completion mechanics.
Download
Acquisition Term Sheet
A Hong Kong law-governed preliminary document outlining key terms and conditions for a proposed acquisition, serving as the foundation for definitive agreements.
Download
Acquisition Purchase Agreement
A Hong Kong law-governed agreement detailing the terms and conditions for the purchase and sale of a business or its assets.
Download
Acquisition Letter Of Intent
A preliminary document governed by Hong Kong law that outlines the proposed terms and framework for a potential acquisition transaction.
Download
Acquisition Confidentiality Agreement
A Hong Kong law-governed confidentiality agreement for M&A transactions, protecting sensitive information during due diligence and negotiations.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)