All Countries
Compliance
Business Shares Agreement

Business Shares Agreement Template for Hong Kong

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Business Shares Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Business Shares Agreement

"I need a Business Shares Agreement for the sale of 60% shareholding in our Hong Kong technology startup to a Singapore-based venture capital firm, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."

Celebrated by
Collaborations with
Investors
Document background
The Business Shares Agreement is a crucial document used in Hong Kong corporate transactions when transferring ownership of shares between parties. It is essential for both private and public companies conducting share transfers, mergers, acquisitions, or corporate restructuring. The agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). This comprehensive document includes detailed provisions on share valuation, payment terms, warranties, representations, conditions precedent, and completion requirements. It also addresses specific Hong Kong regulatory requirements such as stamp duty obligations and corporate governance standards. The Business Shares Agreement serves as the primary transaction document that protects all parties' interests while ensuring legal compliance in the dynamic Hong Kong business environment.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) of the shares, including full legal names and addresses

2. Background: Context of the transaction, including company details and reason for the share transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer

6. Completion: Details of when, where, and how the transfer will be completed, including required actions

7. Seller's Warranties: Warranties regarding the shares, company status, and business operations

8. Buyer's Warranties: Warranties from the buyer, including capacity to purchase and funding availability

9. Pre-Completion Obligations: Obligations of both parties between signing and completion

10. Confidentiality: Provisions regarding confidential information and announcements

11. Costs: Allocation of transaction costs and stamp duty

12. Notices: Process for serving notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in the sale on same terms - include when protecting minority interests

2. Drag-Along Rights: Rights of majority shareholders to force minorities to join the sale - include for majority control

3. Non-Compete Provisions: Restrictions on seller's future business activities - include when protecting business value

4. Earn-Out Provisions: Additional payment terms based on future performance - include for performance-based pricing

5. Board Composition: Changes to board structure post-completion - include when governance changes

6. Shareholder Approval: Process for obtaining other shareholders' approval - include for regulated companies

7. Tax Covenants: Specific tax-related warranties and indemnities - include for tax-sensitive transactions

8. Employee Matters: Provisions regarding key employees - include when management retention is crucial

Suggested Schedules

1. Share Details: Detailed description of shares being transferred, including share certificates

2. Company Information: Key company details including corporate structure and subsidiaries

3. Warranties: Detailed warranties and representations

4. Completion Requirements: Checklist of documents and actions required for completion

5. Encumbrances: List of any existing charges or encumbrances on the shares

6. Financial Statements: Recent financial statements of the company

7. Material Contracts: List and details of important company contracts

8. Property Schedule: Details of company's real property holdings if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Companies Ordinance
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Group
HK$
HKSE
Hong Kong
Intellectual Property Rights
Law
Long Stop Date
Material Adverse Change
Material Contracts
Parties
Purchase Price
Purchaser
Related Persons
Relevant Authority
Sale Shares
Securities and Futures Ordinance
Seller
Shareholders
Shares
Stamp Duty
Subsidiaries
Tax
Transaction Documents
Transfer
Warranties
Working Hours
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties and Representations
Seller's Warranties
Buyer's Warranties
Tax Matters
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Stamp Duty
Costs and Expenses
Announcements
Force Majeure
Severability
Amendments
Waiver
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Financial Services

Professional Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Energy

Telecommunications

Transportation and Logistics

Education

Construction

Media and Entertainment

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretarial

Board of Directors

Executive Management

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Banker

Financial Controller

Compliance Officer

Director of Mergers & Acquisitions

Board Member

Managing Director

Corporate Development Manager

Investment Director

Business Development Director

Risk Manager

Industries
Companies Ordinance (Cap. 622): Primary legislation governing company formation, operation, and management in Hong Kong, including share capital structure, share transfers, and shareholders' rights
Securities and Futures Ordinance (Cap. 571): Regulates securities markets and trading, including provisions on share dealings, market misconduct, and disclosure requirements
Stamp Duty Ordinance (Cap. 117): Governs stamp duty payable on share transfers and other instruments relating to share transactions
Contract Law (Common Law): General principles of contract law applicable to share purchase agreements, including offer, acceptance, consideration, and terms
Competition Ordinance (Cap. 619): Relevant for share transactions that might raise competition concerns or require merger control review
Transfer of Businesses (Protection of Creditors) Ordinance (Cap. 49): May be relevant if the share transfer involves substantial business assets and creditor interests
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

Find the exact document you need

Community Event Risk Assessment

A Hong Kong-compliant risk assessment template for community events, addressing safety, crowd management, and emergency procedures under local regulations.

find out more

Employer Response To Grievance Letter

A formal employer's response to an employee grievance under Hong Kong employment law, detailing investigation findings and proposed resolutions.

find out more

Social Media Partnership Agreement

A Hong Kong law-governed agreement establishing terms and conditions for social media collaboration between partners, covering content creation, rights, and compliance requirements.

find out more

Social Media Consent Form

A Hong Kong-compliant consent form for organizations to use individual-provided content on social media platforms, adhering to local privacy laws and data protection requirements.

find out more

Business Shares Agreement

A Hong Kong law-governed agreement for the sale and transfer of company shares, detailing terms, conditions, and regulatory compliance requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s 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

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.