Share Contribution Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Share Contribution Agreement

"I need a Share Contribution Agreement for transferring 10,000 ordinary shares from my personal holding to my Hong Kong holding company, with completion planned for March 2025; please include standard tax indemnities and warranties."

Document background
The Share Contribution Agreement is a crucial document in Hong Kong's corporate landscape, used when shareholders wish to contribute their shares to another entity, often as part of corporate restructuring, investment arrangements, or group reorganizations. This agreement is particularly important in Hong Kong's dynamic business environment, where complex corporate structures and international transactions are common. The document must comply with Hong Kong's Companies Ordinance, Securities and Futures Ordinance, and other relevant regulations, including stamp duty requirements. It typically includes detailed provisions on the contribution mechanics, representations and warranties, conditions precedent, and completion requirements. The Share Contribution Agreement serves as a fundamental tool for documenting ownership changes and protecting the interests of all parties involved, while ensuring regulatory compliance in Hong Kong's sophisticated financial market.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the contributor(s) and the receiving company

2. Background: Context of the transaction, including the company's current share structure and the purpose of the contribution

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

4. Share Contribution: Details of the shares being contributed, including number, class, and nominal value

5. Consideration: Description of any consideration being provided in exchange for the share contribution

6. Conditions Precedent: Conditions that must be satisfied before the contribution becomes effective

7. Completion: Mechanics and timing of the completion of the share contribution

8. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and the shares

9. Tax Matters: Allocation of responsibility for taxes arising from the contribution

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for giving formal notices under the agreement

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances

2. Non-Competition: Relevant when the contributor needs to be restricted from competing activities

3. Tag-Along Rights: Optional protection for minority shareholders to join in future sales

4. Drag-Along Rights: Optional provision allowing majority shareholders to force minority participation in future sales

5. Employee Matters: Needed when the contribution affects employee share schemes or employment rights

6. Intellectual Property Rights: Required when IP assets are connected to the contributed shares

7. Pre-emptive Rights: Optional provisions regarding future share issuances

8. Dispute Resolution: Alternative dispute resolution procedures, if preferred over court jurisdiction

Suggested Schedules

1. Details of the Contributed Shares: Detailed description of the shares being contributed, including share certificates

2. Conditions Precedent: Detailed list of all conditions that must be satisfied

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Form of Stock Transfer Form: Template for the instrument of transfer for the shares

5. Corporate Information: Key corporate details of the company receiving the contribution

6. Existing Shareholders' Rights: Summary of current shareholders' rights and obligations

7. Required Regulatory Filings: List of all necessary filings with regulatory authorities

8. Tax Elections and Forms: Any required tax forms or elections related to the contribution

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

Investment Banking

Private Equity

Technology

Real Estate

Manufacturing

Professional Services

Healthcare

Retail

Telecommunications

Energy

Infrastructure

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Tax

Company Secretarial

Board of Directors

Executive Management

Investment

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Finance Director

Investment Manager

Corporate Development Manager

Compliance Officer

Tax Director

Company Director

Board Member

Managing Director

Partner

Senior Legal Counsel

Financial Controller

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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