Shareholder Promissory Note Template for Hong Kong

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Key Requirements PROMPT example:

Shareholder Promissory Note

"I need a Shareholder Promissory Note for our Hong Kong company to formalize a HKD 2 million payment obligation to a minority shareholder, with quarterly interest payments at 5% per annum and final maturity in March 2025."

Document background
The Shareholder Promissory Note is commonly used in Hong Kong when a company needs to formalize a financial obligation to one of its shareholders. This scenario often arises in situations such as deferred purchase price for shares, dividend payments, or shareholder loans being formalized. The document must comply with Hong Kong's Bills of Exchange Ordinance and Companies Ordinance, while also considering securities regulations and stamp duty requirements. It typically includes specific terms about payment obligations, interest, security (if any), and events of default. The Shareholder Promissory Note serves as a legally binding instrument that balances the company's need to manage its financial obligations with the shareholder's right to receive payment, all within the framework of Hong Kong's legal system.
Suggested Sections

1. Parties: Identifies the maker (issuing company) and the payee (shareholder) of the promissory note

2. Background: Explains the context of the promissory note, including reference to shareholding relationship and reason for issuance

3. Definitions: Defines key terms used throughout the document

4. Promise to Pay: Contains the unconditional promise to pay a specific sum, which is essential for the validity of a promissory note

5. Payment Terms: Specifies the amount, currency, interest rate, and payment schedule

6. Place of Payment: Designates where and how payment will be made

7. Events of Default: Defines circumstances that constitute default and consequences

8. Representations and Warranties: Basic representations regarding capacity and authority to issue the note

9. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes

Optional Sections

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

2. Transferability: Include when there are specific restrictions or permissions regarding transfer of the note

3. Tax Provisions: Include when specific tax considerations need to be addressed

4. Prepayment Terms: Include when early payment is allowed and its terms

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

6. Company Covenants: Include when specific company promises or restrictions are required

7. Shareholder Rights: Include when the note affects or is affected by shareholder rights

Suggested Schedules

1. Payment Schedule: Detailed schedule of payment dates and amounts if multiple payments are involved

2. Interest Calculation: Details of interest calculation method and examples

3. Security Details: If applicable, detailed description of any security or collateral

4. Shareholder Information: Details of relevant shareholding and any related rights or obligations

5. Form of Notice: Template for any required notices under the 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

Investment Management

Private Equity

Real Estate

Technology

Manufacturing

Professional Services

Retail

Healthcare

Energy

Telecommunications

Family Offices

Relevant Teams

Legal

Finance

Corporate Secretarial

Treasury

Compliance

Corporate Governance

Executive Management

Board of Directors

Shareholder Relations

Relevant Roles

Chief Financial Officer

Financial Controller

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Finance Director

Treasury Manager

Compliance Officer

Board Director

Managing Director

Chief Executive Officer

Company Director

Shareholder Relations Manager

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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