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Company Share Agreement

Company Share Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Company Share Agreement

"I need a Company Share Agreement for the sale of 30% shareholding in our Hong Kong tech startup to a Singapore-based investor, with completion planned for March 2025 and including standard pre-emptive rights."

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Document background
The Company Share Agreement is a crucial document used in Hong Kong business transactions when transferring ownership of company shares between parties. It is essential for both private and public companies operating under Hong Kong law, particularly when executing significant ownership changes or investment transactions. The agreement must comply with the Hong Kong Companies Ordinance (Cap. 622) and related regulations, while incorporating common law principles. This document typically includes detailed provisions about the share transfer process, payment terms, warranties, representations, and various conditions that must be met before and after the transfer. The Company Share Agreement serves as the primary instrument for documenting the parties' rights and obligations, protecting their interests, and ensuring a smooth transition of ownership.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, selling shareholders, and purchasing shareholders

2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement

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

4. Sale and Purchase of Shares: Core terms of the share transfer, including number of shares, class, and basic transfer conditions

5. Consideration: Purchase price, payment terms, and any adjustments to the consideration

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

7. Conditions Precedent: Conditions that must be satisfied before the share transfer can proceed

8. Warranties and Representations: Warranties given by both seller and purchaser regarding their capacity and authority

9. Company Management: Provisions regarding the management and operation of the company post-transfer

10. Share Transfer Restrictions: Limitations on future transfer of shares and pre-emptive rights

11. Confidentiality: Obligations regarding confidential information and announcements

12. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

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

2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in a sale - include when majority control is important

3. Put and Call Options: Rights to force purchase/sale of shares under specific circumstances - include when exit mechanisms are needed

4. Non-Competition: Restrictions on competing activities - include when selling shareholders might compete

5. Dividend Policy: Specific arrangements for dividend distributions - include when special dividend arrangements are needed

6. Dead-Lock Resolution: Procedures for resolving management deadlocks - include for 50/50 shareholdings

7. Share Valuation Mechanism: Detailed process for valuing shares - include when future transfers are contemplated

8. Director Appointment Rights: Special rights to appoint directors - include when specific board representation is required

Suggested Schedules

1. Schedule 1 - Share Details: Detailed information about the shares being transferred, including share certificates and share capital structure

2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required for completion

3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller regarding the company and shares

4. Schedule 4 - Company Information: Key details about the company including assets, contracts, and employees

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

6. Appendix A - Board Resolutions: Pro-forma board resolutions approving the share transfer

7. Appendix B - Shareholders' Resolutions: Pro-forma shareholders' resolutions if required for the transfer

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
Confidential Information
Consideration
Designated Account
Encumbrance
Group
Hong Kong
HKIAC
Intellectual Property Rights
Material Adverse Change
Ordinary Shares
Parties
Preference Shares
Purchase Price
Purchaser
Related Persons
Relevant Securities
Sale Shares
Securities and Futures Ordinance
Seller
Share Capital
Shareholders
Shareholders' Agreement
Signing Date
Stamp Duty
Subsidiaries
Transaction Documents
Transfer
Warranties
Working Hours
Clauses
Share Purchase
Consideration
Payment Terms
Conditions Precedent
Representations and Warranties
Pre-Completion Obligations
Completion
Post-Completion Obligations
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Rights
Dividend Rights
Reserved Matters
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Anti-Dilution
Exit Rights
Put and Call Options
Default
Termination
Force Majeure
Assignment
Notices
Costs
Stamp Duty
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Waiver
Further Assurance
Counterparts
Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Education

Construction

Energy

Transportation

Media and Entertainment

Agriculture

Mining

Telecommunications

Relevant Teams

Legal

Corporate Finance

Mergers & Acquisitions

Compliance

Company Secretarial

Board of Directors

Executive Management

Investment

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Director

Mergers & Acquisitions Manager

Corporate Finance Manager

Business Development Director

Financial Controller

Compliance Officer

Board Director

Managing Director

Investment Banker

Private Equity Manager

Venture Capital Manager

Risk Manager

Company Director

Industries
Companies Ordinance (Cap. 622): Primary legislation governing company formation, operation, and share-related matters in Hong Kong, including share capital, transfer procedures, and shareholders' rights
Securities and Futures Ordinance (Cap. 571): Regulates securities markets and trading, including provisions on share offerings and transfers, particularly relevant for listed companies or when dealing with substantial shareholdings
Stamp Duty Ordinance (Cap. 117): Governs the stamp duty payable on share transfers and related documents in Hong Kong
Contract Law (Common Law): General principles of contract law under Hong Kong's Common Law system, governing formation and enforcement of the share agreement
Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615): Provides requirements for due diligence and verification in significant financial transactions, including substantial share transfers
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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