Mou For Shareholders Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Mou For Shareholders Agreement

"I need a MOU for Shareholders Agreement for my Hong Kong tech startup, as we're planning to bring in three venture capital investors by March 2025, with a planned investment of HKD 50 million and specific provisions for board seats and veto rights."

Document background
The MOU for Shareholders Agreement is a crucial preliminary document used in Hong Kong business transactions when parties are negotiating the terms of a future shareholders relationship. This document is particularly relevant when companies are seeking new investors, restructuring ownership, or establishing joint ventures. The MOU for Shareholders Agreement serves as a roadmap for the final agreement, capturing key commercial terms while maintaining flexibility for detailed negotiations. It typically includes proposed shareholding structures, management arrangements, and key rights and obligations, all within the framework of Hong Kong corporate law. While non-binding in nature (except for specific provisions like confidentiality), it demonstrates serious intent and commitment from all parties to proceed with the transaction, and helps prevent misunderstandings during the negotiation process.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including their full legal names and registered addresses

2. Background: Context of the proposed shareholders agreement, including brief company history and purpose of the MOU

3. Definitions: Key terms used throughout the document and their specific meanings

4. Purpose and Scope: Clear statement of the MOU's purpose and intended scope of the future shareholders agreement

5. Proposed Shareholding Structure: Outline of the proposed distribution of shares and classes of shares

6. Management and Control: Basic principles for company management, board composition, and voting rights

7. Key Terms for Future Agreement: Main points to be included in the final shareholders agreement

8. Timeline: Proposed timeline for negotiating and executing the final shareholders agreement

9. Confidentiality: Obligations regarding confidential information shared during negotiations

10. Non-Binding Nature: Clear statement that the MOU is non-binding except for specific clauses like confidentiality

11. Governing Law: Specification that Hong Kong law governs the MOU

Optional Sections

1. Exclusivity Period: Period during which parties agree not to negotiate with other potential shareholders

2. Dispute Resolution: Preferred method for resolving disputes during the negotiation period

3. Cost Sharing: Agreement on how costs related to preparing the final shareholders agreement will be shared

4. Due Diligence: Framework for conducting due diligence before finalizing the shareholders agreement

5. Break Fee: Compensation payable if either party withdraws from negotiations without reasonable cause

6. Regulatory Approvals: Required regulatory approvals and process for obtaining them

7. Intellectual Property Rights: Preliminary agreement on IP ownership and licensing between shareholders

Suggested Schedules

1. Schedule 1 - Company Information: Details of the company including registration number, registered office, and current directors

2. Schedule 2 - Proposed Shareholding Structure: Detailed breakdown of proposed share allocation, including share classes and rights

3. Schedule 3 - Key Commercial Terms: Detailed commercial terms to be included in the final shareholders agreement

4. Schedule 4 - Timeline and Milestones: Detailed timeline for negotiation, due diligence, and completion of the shareholders agreement

5. Appendix A - Draft Term Sheet: Preliminary term sheet outlining key points for the final shareholders agreement

6. Appendix B - Required Regulatory Approvals: List of regulatory approvals needed and associated requirements

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Retail

Healthcare

Professional Services

Media and Entertainment

Energy

Infrastructure

E-commerce

Education

Hospitality

Telecommunications

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretariat

Finance

Executive Leadership

Corporate Development

Investment

Compliance

Risk Management

Strategy

Business Development

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Director

Managing Director

Board Director

Shareholder Relations Manager

Corporate Governance Officer

Investment Manager

Business Development Director

Compliance Officer

Risk Manager

Strategy Director

Industries
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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