The Equity Sale Agreement is a crucial document used in Hong Kong for transferring ownership of shares in a company from one party to another. It is essential for both private and public company transactions, though the complexity and requirements may vary. The agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). This document is used when shareholders wish to sell their equity stake in a company, whether it's a minority interest or a controlling stake. It includes comprehensive details about the transaction structure, purchase price calculations, warranties about the company's condition, and various protections for both buyers and sellers. The agreement is particularly important in Hong Kong's dynamic business environment, where cross-border transactions and international business dealings are common.
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 seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and reason for the sale
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Consideration: Details of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Details of when, where and how completion will take place
9. Seller's Warranties: Representations and warranties given by the seller regarding the shares and company
10. Purchaser's Warranties: Basic warranties given by the purchaser, including capacity to purchase
11. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Costs: Allocation of transaction costs between parties
15. Notices: Process for giving formal notices under the agreement
16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
5. Tax Covenant: Include when specific tax indemnities are required beyond standard warranties
6. Transitional Services: Include when seller will provide services to the company post-completion
7. Employee Matters: Include when specific arrangements for key employees need to be addressed
8. Intellectual Property Rights: Include when IP transfers or licenses need specific attention
1. Details of the Company: Corporate information including registration details, directors, and share capital structure
2. Details of the Sale Shares: Specific details of shares being transferred including share certificate numbers
3. Warranties: Detailed warranties about the company, its business and assets
4. Properties: Details of any real estate owned or leased by the company
5. Intellectual Property: List of all IP owned or licensed by the company
6. Material Contracts: Summary of key contracts the company is party to
7. Employees: Details of employees including senior management and their terms of employment
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Form of Tax Covenant: Detailed tax indemnity provisions if required
10. Disclosed Documents: List of documents disclosed against the warranties
Find the exact document you need
Transfer Of Rights Agreement
A Hong Kong law-governed agreement facilitating the formal transfer of rights, assets, or interests between parties, with specific provisions for enforcement under Hong Kong jurisdiction.
Download
Loan To Family Member Agreement
A Hong Kong law-governed agreement that formalizes and documents the terms of a loan between family members, including repayment terms and conditions.
Download
Copyright Transfer Agreement Form
A Hong Kong law-governed agreement that transfers copyright ownership from one party to another, compliant with the Hong Kong Copyright Ordinance.
Download
Technical Proposal For Consultancy Services
A formal technical and commercial proposal document used in Hong Kong for consultancy services, outlining solution methodology, expertise, and delivery approach.
Download
Commercial Lease Agreement Termination Notice
A Hong Kong law-governed notice document for terminating commercial lease agreements, including essential termination details and property surrender terms.
Download
License To Use Trademark
A Hong Kong law-governed agreement granting rights to use a trademark under specific terms and conditions, protecting both licensor and licensee interests.
Download
Bond Subscription Agreement
A Hong Kong law-governed agreement setting out terms for investors to subscribe to bonds issued by an entity, including subscription process, rights, and obligations.
Download
Lease To Own Commercial Property
A Hong Kong law-governed agreement combining commercial property lease terms with a purchase option, establishing conditions for both rental occupation and eventual property acquisition.
Download
Transfer Of Intellectual Property Rights Agreement
A Hong Kong law-governed agreement for transferring intellectual property rights between parties, ensuring complete and legally valid transfer of IP ownership.
Download
Assignment Of Intellectual Property Rights
A Hong Kong law-governed agreement for transferring intellectual property rights from one party to another, including provisions for various IP types and registration requirements.
Download
Ownership Letter For Property
A formal document under Hong Kong law that declares and confirms property ownership, typically used for official transactions and institutional requirements.
Download
Interview Waiver
A Hong Kong-governed document waiving the requirement for a formal job interview while establishing alternative assessment methods.
Download
Software Supply Agreement
A Hong Kong law-governed agreement establishing terms for software supply, licensing, and implementation between supplier and customer.
Download
Software Scope Of Work
A Hong Kong law-governed agreement defining scope, deliverables, and requirements for software development projects.
Download
Transfer Agency Agreement
Hong Kong law-governed agreement establishing transfer agency services for maintaining shareholder records and processing fund transactions.
Download
Simple Trademark License Agreement
A Hong Kong law-governed agreement enabling trademark owners to license their marks to third parties under specified terms and conditions.
Download
Intercompany Balance Confirmation Letter
A Hong Kong-compliant formal letter confirming the balance of accounts between related companies within the same corporate group, used for audit and compliance purposes.
Download
Technology Partnership Agreement
A Hong Kong law-governed agreement establishing terms for technology partnership and collaboration, including IP rights, technical specifications, and commercial terms.
Download
Right Of Way Access Agreement
A Hong Kong-governed agreement establishing legal access rights over property, detailing terms, conditions, and responsibilities for both grantor and grantee.
Download
Lease Surrender Letter
A Hong Kong law-governed document that formally terminates a lease agreement before its natural expiry through mutual consent between landlord and tenant.
Download
Inter Credit Agreement
A Hong Kong law-governed agreement establishing terms and conditions for credit arrangements between multiple lending institutions.
Download
Domain Transfer Agreement
A Hong Kong law-governed agreement for transferring ownership and control of domain names between parties, including transfer procedures and compliance requirements.
Download
Debt Agreement Letter
A formal document under Hong Kong law that establishes the terms and conditions of a debt between parties, including loan amount, repayment terms, and interest rates.
Download
Assignment Of Limited Partnership Interest
A Hong Kong law-governed agreement facilitating the transfer of limited partnership interests from one party to another, including terms, conditions, and regulatory compliance requirements.
Download
Assignment Of Lease By Tenant
A Hong Kong law-governed document that transfers a tenant's lease rights and obligations to a new tenant, with the landlord's consent.
Download
Assignment Of Leases And Rents
A Hong Kong law security document where property owners assign their rights to rental income and lease interests to lenders as loan collateral.
Download
Assignment Of Lease By Lessor
A Hong Kong law-governed document that transfers a lessor's rights and obligations under an existing lease to a new lessor, ensuring legal compliance and protection of all parties' interests.
Download
Vehicle Loan Agreement
A Hong Kong law-governed agreement establishing terms for vehicle financing, including loan conditions, security interests, and repayment obligations.
Download
Software Source Code Transfer Agreement
A Hong Kong law-governed agreement for the permanent transfer of software source code ownership and associated intellectual property rights between parties.
Download
Assignment Of Lease Contract
A Hong Kong law-governed agreement transferring leasehold rights and obligations from an existing tenant to a new tenant, with landlord's consent.
Download
Promissory Note Settlement Agreement
A Hong Kong law-governed agreement documenting the settlement terms and conditions for an existing promissory note obligation, including modified payment arrangements and release terms.
Download
Franchise Operating Agreement
A Hong Kong law-governed agreement establishing the rights and obligations between franchisor and franchisee for operating a franchised business.
Download
Equity Sale Agreement
A Hong Kong law-governed agreement for the sale and purchase of shares in a company, setting out terms, conditions, and warranties for the transfer of equity ownership.
Download
Car As Is Sale Agreement
A Hong Kong law-governed agreement for the sale of a vehicle in 'as is' condition, defining sale terms and limiting seller warranties while ensuring compliance with local regulations.
Download
Company Shareholder Agreement
A Hong Kong law-governed agreement that defines and regulates the relationships, rights, and obligations between company shareholders.
Download
Title Sponsorship Agreement
A Hong Kong law-governed agreement establishing title sponsorship rights and obligations between a sponsor and rights holder.
Download
Sales Non Compete Agreement
A Hong Kong law-governed agreement that restricts sales professionals from competing or soliciting customers for a specified period after leaving their position.
Download
Land Tenancy Agreement
A Hong Kong law-governed agreement establishing terms and conditions for property leasing between landlord and tenant.
Download
Capital Contribution Partnership Agreement
A Hong Kong law-governed agreement establishing terms for partnership capital contributions, ownership interests, and related rights and obligations.
Download
Assignment Of Lease By Landlord
A Hong Kong law-governed document that transfers a landlord's rights and obligations under an existing lease to a new landlord, while maintaining the tenant's existing terms.
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)