Company Sale Agreement

Company Sale Agreement Template for Hong Kong

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Key Requirements PROMPT example:

"I need a Company Sale Agreement under Hong Kong law for the sale of a medium-sized technology company, with completion scheduled for March 2025 and including specific provisions for protecting intellectual property rights and key employee retention."

Document background

The Company Sale Agreement is a fundamental transaction document used in mergers and acquisitions in Hong Kong. It serves as the primary legal instrument for documenting the terms and conditions under which one party (the seller) transfers ownership of a company to another party (the buyer). This agreement is essential for both share sales and asset sales, requiring careful consideration of Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622), Transfer of Businesses (Protection of Creditors) Ordinance, and various other regulations. The document typically includes detailed provisions on purchase price mechanics, warranties, indemnities, conditions precedent, completion procedures, and post-completion obligations. It's crucial for ensuring legal compliance, protecting parties' interests, and providing a clear framework for the transaction's execution within Hong Kong's jurisdiction.

Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registered addresses

2. Background: Context of the transaction, including brief description of the company being sold and transaction rationale

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

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion can occur

6. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

7. Completion: Mechanics of completion, including timing, location, and actions required by each party

8. Warranties: Seller's warranties regarding the company, its assets, and business

9. Limitations on Liability: Limitations on seller's liability under the warranties and other obligations

10. Tax Covenant: Provisions dealing with tax liabilities and indemnities

11. Confidentiality and Announcements: Obligations regarding confidentiality and public announcements about the transaction

12. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

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

14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement

15. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes

Optional Sections

1. Non-Competition Covenants: Restrictions on seller's future competing activities - used when seller could pose competitive threat

2. Employee Matters: Specific provisions regarding employees - used when there are key employees or significant workforce issues

3. Property Provisions: Specific provisions regarding real property - used when company owns/leases significant property assets

4. Intellectual Property Rights: Detailed IP provisions - used when company has significant IP assets

5. Environmental Matters: Environmental warranties and indemnities - used for companies with environmental risks

6. Regulatory Compliance: Specific regulatory compliance provisions - used for regulated businesses

7. Transitional Services: Provisions for post-completion services - used when seller needs to provide ongoing support

8. Earn-out Provisions: Mechanisms for additional future payments - used when part of purchase price is performance-based

Suggested Schedules

1. Details of the Company: Complete corporate information including share capital, directors, and subsidiaries

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

3. Warranties: Full set of warranties given by the seller

4. Properties: Details of all owned and leased properties

5. Intellectual Property: List of all IP rights owned or licensed by the company

6. Material Contracts: List and details of key commercial contracts

7. Employees: Details of employees including key terms of employment

8. Financial Information: Recent financial statements and management accounts

9. Tax Affairs: Details of tax positions and ongoing matters

10. Permitted Leakage: List of permitted payments between signing and completion (for locked box deals)

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Professional Services

Energy

Transportation

Telecommunications

Construction

Mining

Agriculture

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Board of Directors

Executive Leadership

Tax

Compliance

Risk Management

Corporate Secretariat

Due Diligence

Integration

Treasury

Corporate Communications

Human Resources

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Managing Director

Finance Director

Legal Director

Head of Mergers & Acquisitions

Corporate Development Director

Investment Director

Board Member

Company Director

Senior Legal Counsel

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

Tax Director

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Authors

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