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Holding Company Operating Agreement

Holding Company Operating Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Holding Company Operating Agreement

"I need a Hong Kong Holding Company Operating Agreement for a family-owned business restructuring, where we're establishing a holding company to manage three manufacturing subsidiaries, with provisions for future succession planning and a planned IPO by January 2025."

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Document background
The Holding Company Operating Agreement is essential for businesses establishing a corporate holding structure in Hong Kong. It becomes necessary when multiple shareholders invest in a holding company that may control various subsidiary operations or assets. This document is particularly crucial given Hong Kong's status as a major financial center and its comprehensive company law framework under the Companies Ordinance (Cap. 622). The agreement typically includes detailed provisions for corporate governance, share transfers, dividend policies, and management structure, while ensuring compliance with Hong Kong's regulatory requirements. It's commonly used in corporate restructuring, family business arrangements, and investment holding structures, providing clarity on shareholders' rights and obligations while facilitating efficient management of the corporate group.
Suggested Sections

1. Parties: Identifies all shareholders and the holding company as parties to the agreement

2. Background: Explains the context, purpose of the holding company, and intention of the parties

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Company Structure and Purpose: Details the company's business scope, objectives, and corporate structure

5. Share Capital and Shareholders: Specifies share classes, rights, and ownership structure

6. Management and Administration: Outlines management structure, board composition, and decision-making processes

7. Shareholders' Rights and Obligations: Details voting rights, profit distribution, and shareholder responsibilities

8. Transfer of Shares: Procedures and restrictions for transferring shares, including right of first refusal

9. Financial Matters: Financial management, reporting requirements, and dividend policy

10. Reserved Matters: Decisions requiring special approval from shareholders or the board

11. Deadlock Resolution: Procedures for resolving disputes between shareholders

12. Termination: Circumstances and procedures for terminating the agreement

13. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when shareholders want protection in case of majority share sales

2. Put and Call Options: Include when shareholders want rights to force purchase/sale of shares

3. Non-Competition and Non-Solicitation: Include when shareholders have other business interests

4. Intellectual Property Rights: Include when the holding company owns or manages significant IP assets

5. Subsidiary Management: Include when the holding company has multiple subsidiaries requiring specific governance

6. Foreign Investment Provisions: Include when there are foreign shareholders or cross-border operations

7. Employee Share Scheme: Include when the company plans to offer shares to employees

Suggested Schedules

1. Schedule 1: Details of Shareholders: List of shareholders with their shareholding percentages and contact information

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and current allocation

3. Schedule 3: Subsidiary Companies: List of all subsidiary companies and their ownership structure

4. Schedule 4: Reserved Matters List: Comprehensive list of decisions requiring special approval

5. Schedule 5: Board Composition: Details of current board members and appointment rights

6. Schedule 6: Initial Business Plan: Initial strategic plan and financial projections

7. Appendix A: Form of Share Transfer Notice: Template for share transfer notifications

8. Appendix B: Deed of Adherence: Template for new shareholders joining the agreement

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

















































Clauses







































Relevant Industries

Investment Management

Corporate Services

Financial Services

Real Estate Investment

Private Equity

Family Office

Manufacturing Conglomerates

Technology and Innovation

Retail and Consumer Goods

Professional Services

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Risk Management

Corporate Development

Executive Management

Board of Directors

Shareholder Relations

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Counsel

Legal Director

Board Director

Managing Director

Compliance Officer

Investment Director

Shareholder Relations Manager

Corporate Governance Officer

Risk Management Officer

Finance Director

Group Operations Director

Corporate Development 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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