Note Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Note Agreement

"I need a Note Agreement governed by Hong Kong law for a HKD 10 million convertible note to be issued by my technology startup to a venture capital investor, with 8% annual interest and conversion rights exercisable after March 2025."

Document background
The Note Agreement is a vital financial instrument used in Hong Kong's business environment for documenting debt obligations and investment arrangements. This document is typically employed when a company or individual needs to formalize a promise to pay a specific sum of money, whether for business financing, investment purposes, or structured financial transactions. The Note Agreement includes essential terms such as the principal amount, interest rate, payment schedule, events of default, and any security arrangements. It must comply with Hong Kong's legal framework, particularly the Bills of Exchange Ordinance and Securities and Futures Ordinance, making it suitable for both domestic and international transactions involving Hong Kong entities. The document's structure and content are designed to provide clear rights and obligations while ensuring enforceability under Hong Kong law.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement, including the issuer and holder of the note

2. Background: Sets out the context and purpose of the note agreement

3. Definitions: Defines key terms used throughout the agreement

4. Issue of Note: Details of the note being issued, including principal amount, issue date, and maturity date

5. Interest: Specifies interest rate, calculation method, and payment dates

6. Repayment: Terms and conditions for repayment of principal and interest

7. Representations and Warranties: Standard representations and warranties from the issuer

8. Events of Default: Lists circumstances constituting default and consequences

9. Taxes: Provisions relating to tax treatment and withholding requirements

10. Notices: Communication requirements and contact details

11. Assignment and Transfer: Terms governing transfer or assignment of the note

12. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Security: Include when the note is secured by any assets or guarantees

2. Guarantees: Include when there is a guarantor for the note obligations

3. Conversion Rights: Include for convertible notes that can be converted into shares or other securities

4. Prepayment: Include when early repayment is permitted and terms for such prepayment

5. Subordination: Include when the note is subordinated to other debt

6. Registration: Include when the note needs to be registered with any authorities

7. Covenants: Include when specific ongoing obligations are required from the issuer

8. Interest Rate Adjustment: Include when interest rate can be adjusted based on certain triggers or events

Suggested Schedules

1. Form of Note: The formal promissory note document that will be issued

2. Payment Schedule: Detailed schedule of payment dates and amounts

3. Calculation of Interest: Detailed methodology for interest calculations if complex

4. Security Details: Details of any security or collateral if applicable

5. Form of Transfer: Standard form for transferring the note if transferable

6. Conversion Mechanics: Detailed procedures for conversion if convertible note

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
Relevant Industries

Financial Services

Banking

Investment Management

Real Estate

Technology

Manufacturing

Retail

Professional Services

Healthcare

Construction

Energy

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretarial

Investment

Corporate Development

Executive Management

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Investment Manager

Corporate Lawyer

Legal Counsel

Company Secretary

Financial Controller

Risk Manager

Compliance Officer

Investment Banker

Corporate Finance Manager

Business Development Director

Chief Executive Officer

Chief Legal Officer

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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