Business Deed Of Sale Template for Hong Kong

A Business Deed of Sale is utilized when transferring ownership of business assets or an entire business operation in Hong Kong. This formal legal instrument is essential for significant commercial transactions where parties require the additional security and enforceability provided by a deed format. The document captures all critical aspects of the transaction, including detailed descriptions of assets being sold, purchase price mechanics, warranties, indemnities, and completion procedures. It must comply with Hong Kong's legal requirements for deed execution and incorporate relevant provisions from key legislation such as the Sale of Goods Ordinance, Companies Ordinance, and Conveyancing and Property Ordinance. The deed format is particularly important as it provides certain legal advantages over simple contracts, including a longer limitation period for enforcement and no requirement for consideration.

1. Parties: Identifies and provides full details of the seller and purchaser, including registration numbers for companies

2. Background: Recitals explaining the context of the sale and confirming the seller's ownership of the business

3. Definitions: Defines key terms used throughout the deed

4. Sale and Purchase: Core transaction terms including the assets being sold and purchase price

5. Consideration: Details of the purchase price, payment terms, and any adjustments

6. Completion: Specifications for when and where completion will take place

7. Seller's Warranties: Warranties regarding the business, assets, liabilities, and compliance with laws

8. Purchaser's Warranties: Basic warranties from the purchaser regarding capacity and authority

9. Pre-Completion Obligations: Seller's obligations regarding business operation between exchange and completion

10. Post-Completion Obligations: Ongoing obligations after completion, including assistance with transition

11. Confidentiality: Obligations regarding confidential information and announcements

12. Indemnities: Specific indemnities provided by the seller to the purchaser

13. Governing Law and Jurisdiction: Confirms Hong Kong law as governing law and jurisdiction

14. Execution: Formal execution blocks meeting Hong Kong deed requirements