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Deed Of Termination Shareholders Agreement

Deed Of Termination Shareholders Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Deed Of Termination Shareholders Agreement

"I need a Deed of Termination Shareholders Agreement for my Hong Kong tech startup, as we're being acquired by a larger company in March 2025 and need to terminate our existing shareholders agreement between the four founding shareholders."

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Document background
A Deed of Termination Shareholders Agreement is a crucial document used when shareholders wish to formally end their existing shareholders agreement in Hong Kong. This document is typically required when there are significant changes in company ownership, during corporate restructuring, before a company sale or liquidation, or when shareholders mutually agree to establish new arrangements. The deed must comply with Hong Kong's legal requirements for the execution of deeds, including proper sealing and witnessing. It contains comprehensive provisions for the termination of rights and obligations, handles any surviving obligations, and ensures all parties are properly released from their commitments. This document is particularly important in Hong Kong's dynamic business environment, where corporate restructuring and ownership changes are common, and formal documentation is essential for regulatory compliance and risk management.
Suggested Sections

1. Parties: Identification of all parties to the deed, including the company and all shareholders who were party to the original agreement

2. Background: Recitals explaining the original shareholders agreement, reason for termination, and any relevant corporate context

3. Definitions: Key terms used in the deed, including reference to the original agreement and any defined terms carried over

4. Termination: Express termination of the shareholders agreement and the effective date of termination

5. Release and Discharge: Mutual release of parties from obligations under the original agreement

6. Return of Documents: Provisions for return or destruction of confidential information or documents

7. Confirmations: Confirmations from all parties regarding no breaches and settlement of all obligations

8. Further Assurance: Obligation to execute further documents if required to give effect to the termination

9. Governing Law and Jurisdiction: Confirmation of Hong Kong law as governing law and jurisdiction

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

Optional Sections

1. Surviving Provisions: Used when certain provisions of the original agreement need to survive termination (e.g., confidentiality obligations)

2. Settlement Provisions: Include when there are outstanding matters to be settled as part of the termination

3. Costs: Include when there's a need to address how costs related to the termination are to be allocated

4. Announcements: Required for listed companies or when public announcements of the termination need to be coordinated

5. Tax Provisions: Include when there are specific tax implications arising from the termination that need to be addressed

6. Warranties: Include when specific warranties about the status of shareholdings or company affairs are required

Suggested Schedules

1. Original Shareholders Agreement: Copy or details of the agreement being terminated

2. Shareholder Details: Current list of shareholders and their respective shareholdings

3. Outstanding Obligations: List of any outstanding obligations and how they are being discharged

4. Company Information: Current company details and status

5. Form of Public Announcement: For listed companies, draft announcement of termination if required

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 Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Professional Services

Healthcare

Energy

Transportation

Construction

Media and Entertainment

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Executive Management

Board of Directors

Compliance

Corporate Governance

Risk Management

Finance

Investor Relations

Administrative

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Director

Managing Director

Board Chairman

Shareholder Relations Manager

Compliance Officer

General Counsel

Corporate Governance Officer

Risk Manager

Investment Director

Business Development Director

Industries
Companies Ordinance (Cap. 622): Primary legislation governing company operations in Hong Kong, including provisions for shareholder agreements, corporate governance, and execution requirements for company documents
Conveyancing and Property Ordinance (Cap. 219): Contains formal requirements for the execution of deeds in Hong Kong, including signing, sealing, and witnessing requirements
Contract and Rights of Third Parties Ordinance (Cap. 623): Governs contractual relationships and rights of third parties, relevant for terminating existing contractual obligations
Stamp Duty Ordinance (Cap. 117): Relevant for any stamp duty implications arising from the termination of the shareholders agreement, particularly if it involves share transfers
Securities and Futures Ordinance (Cap. 571): May be relevant if the company is listed or if the termination involves regulated activities or securities
Electronic Transactions Ordinance (Cap. 553): Relevant if the deed is to be executed electronically, though note that some documents including deeds may have specific requirements for physical execution
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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