Company Sale And Purchase 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 Company Sale And Purchase Agreement

1. Select your governing law and document type:

2. Enter your key requirements:

3. Create your document to edit, review or download

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:

Company Sale And Purchase Agreement

"I need a Company Sale and Purchase Agreement for the acquisition of a Hong Kong technology startup, with specific focus on protecting intellectual property rights and including earn-out provisions based on the company's performance through 2025."

Document background

The Company Sale and Purchase Agreement is a crucial document used in corporate acquisitions and business sales in Hong Kong. It serves as the primary transaction document when transferring ownership of a company, whether through a share sale or asset sale. The agreement must comply with Hong Kong legal requirements, including the Companies Ordinance (Cap. 622), Stamp Duty Ordinance, and other relevant legislation. It contains essential provisions covering purchase price, conditions precedent, warranties, indemnities, and completion mechanics, while also addressing jurisdiction-specific matters such as regulatory approvals and local business practices. This document is typically prepared following initial negotiations and heads of terms, and often requires input from various professional advisors including lawyers, accountants, and tax specialists.

Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s) and any guarantors

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the basic sale obligation

5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Warranties: Seller's representations and warranties about the company and business

10. Limitations on Liability: Restrictions on warranty claims and general liability caps

11. Tax Covenant: Special indemnity for tax liabilities arising from pre-completion period

12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public communications

13. Post-Completion Obligations: Ongoing obligations after completion

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Non-Competition and Non-Solicitation: Required when restricting seller's future business activities

3. Employee Matters: Needed when specific arrangements for employees are required

4. Seller Financing: Included when part of purchase price is paid through deferred payments

5. Real Estate Provisions: Required when company owns significant real estate assets

6. Intellectual Property Rights: Detailed IP provisions when company has significant IP assets

7. Environmental Matters: Required for companies with environmental risks or obligations

8. Data Protection: Detailed provisions when significant personal data is involved

9. Bank Consent: Required when target company has significant banking relationships needing consent

10. Transitional Services: Needed when seller will provide services post-completion

Suggested Schedules

1. Company Details: Corporate information, shareholding structure, and subsidiaries

2. Properties: Details of owned and leased real estate

3. Intellectual Property: List of patents, trademarks, and other IP rights

4. Material Contracts: Summary of key commercial contracts

5. Employee Information: List of employees and their key terms of employment

6. Completion Deliverables: Detailed list of documents and items to be delivered at completion

7. Warranties: Detailed warranties about the company and business

8. Tax Warranties: Specific warranties relating to tax matters

9. Disclosed Matters: Exceptions and qualifications to the warranties

10. Form of Resignation Letters: Template resignation letters for outgoing directors

11. Form of Board Resolutions: Template board resolutions for completion

12. Accounts: Latest financial statements and management accounts

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

alex.den.21@genieai.co

Relevant legal definitions

Accounts
Accounts Date
Adjustment Amount
Agreed Form
Articles of Association
Assets
Board
Business
Business Day
Companies Ordinance
Completion
Completion Date
Completion Statement
Conditions Precedent
Confidential Information
Consideration
Contract
Data Room
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Group
Group Company
HK$
HKIAC
Hong Kong
Intellectual Property Rights
Key Employees
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Parties
Permitted Encumbrance
Properties
Purchase Price
Purchaser's Group
Purchaser's Solicitors
Regulatory Approvals
Related Party
Relevant Claim
Sale Shares
Seller's Group
Seller's Solicitors
Sellers' Representative
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Third Party
Transaction Documents
Warranties
Working Capital

Clauses

Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Professional Services

Energy

Transportation

Telecommunications

Media

Construction

Education

Hospitality

E-commerce

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Business Development

Executive Management

Company Secretarial

Treasury

Human Resources

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Business Development Director

Company Secretary

Finance Director

Legal Counsel

Commercial Director

Tax Director

Compliance Officer

Risk Manager

Corporate Development Manager

Investment Director

Find the exact document you need

Official Receipt

A Hong Kong-compliant official receipt documenting financial transactions and serving as legal proof of payment under local business and tax regulations.

How a Sales & Marketing Lead uses Genie AI to reduce contract drafting time by 95%

Let's create your Company Sale And Purchase Agreement

Authors

Alex Denne

Find the exact document you need

Official Receipt

Home Ownership Agreement

Car Sales Agreement Contract

Private Placement Memorandum (Real Estate)

Buy Sell Agreement Life (Insurance)

Real Estate Contract Assignment Form

Utility Invoice

Sale Of Partnership Agreement

Contract To Pay Back Money Owed

Online Residential Lease Agreement

Commercial Building Rental Agreement

Vehicle Sale Deed

Company Sale And Purchase Agreement

Deed Of Sale Condominium

Pregnancy Risk Assessment

Offer Proposal

Equipment Rental Receipt

Promissory Note Without Interest

Deed Of Partition

Contract For Selling A Car

Conditional Sale Agreement Property

Commercial Real Estate Sales Agreement

Business Broker Contract

Vessel Purchase And Sale Agreement

Simple Business Sale Agreement

Restaurant Profit Sharing Agreement

Real Estate Purchase Agreement Contract

Provisional Agreement

Product Royalty Agreement

Promissory Note Repayment Schedule

Mortgage Sale Deed

Buyer Seller Agreement Form

Boat Partnership Agreement

Business Sale Purchase Agreement

Immigration Referral Letter

Unconditional Release Of Liability

Real Estate Assignment Contract Form

Land Purchase Agreement Form

Real Estate Sellers Contract

Purchase Agreement For Buying A Business

Letter Of Administration Without Will

Business Purchase Agreement Contract

Bill Of Sale Private Party Car

Purchase Requisition Form

Financial Support Letter From Parents

Vehicle Sale Purchase Agreement

Purchase Agreement For Camper

Real Estate Offer Contract

Asset Purchase Agreement Installment Payments

Shareholder Agreement Transfer Of Shares

Real Property Contract

Purchase Agreement Termination Letter

Addendum To Purchase Contract

Assignment Of Real Estate Purchase And Sale Agreement

Commercial Property Rental Agreement

Responsibility Waiver Agreement

Private Sale Vehicle Purchase Agreement

Letter Of Sale Agreement

Deed Of Sale

Equity Repurchase Agreement

Asset Purchase Agreement Form

Vessel Purchase Agreement

Vacant Land Purchase Agreement

Simple Farm Lease Agreement

Principal Recommendation Letter For Teacher

Intellectual Property Rights Software Development Contract

Buy Out Agreement

Contract Of Indemnity And Guarantee

Commercial Property Purchase Agreement

International Purchase Agreement

Simple Joint Venture Agreement

Private Purchase Agreement

Real Estate Contract For Sale By Owner

Motorcycle Sale Contract

Asset Purchase Agreement Term Sheet