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Partnership Contribution Agreement for Hong Kong

Partnership Contribution Agreement Template for Hong Kong

A Partnership Contribution Agreement is a legally binding document used in Hong Kong to formalize the process of contributing assets, capital, or property to a partnership in exchange for partnership interests. This agreement, governed by Hong Kong law, particularly the Partnership Ordinance (Cap. 38), sets out the terms and conditions of the contribution, including valuation methods, transfer procedures, and resulting partnership rights. It includes crucial provisions for regulatory compliance, tax considerations, and necessary representations and warranties to protect all parties involved in the transaction.

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What is a Partnership Contribution Agreement?

The Partnership Contribution Agreement is a essential document used when new or existing partners wish to make contributions to a partnership in Hong Kong. It is particularly crucial when contributions involve valuable assets, complex property rights, or significant capital investments. The agreement ensures compliance with Hong Kong's Partnership Ordinance and related regulations while protecting the interests of both the contributing partners and the partnership entity. This document typically includes detailed provisions about the nature and value of contributions, resulting partnership interests, transfer procedures, and associated rights and obligations. It's commonly used in business expansions, partnership restructuring, or when bringing in new partners through asset contributions rather than cash investments.

What sections should be included in a Partnership Contribution Agreement?

1. Parties: Identification of all parties to the agreement, including the contributing partner(s) and the partnership entity

2. Background: Context of the agreement, including the existence of the partnership and the intention to make contributions

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Contribution Details: Specific description of the assets, capital, or property being contributed to the partnership

5. Valuation: Agreed value of the contributions and methodology used for valuation

6. Partnership Interest: Details of the partnership interest to be received in exchange for the contribution

7. Timing and Procedure: Timeline and process for making the contribution and receiving partnership interests

8. Representations and Warranties: Statements of fact and guarantees regarding the contribution and contributor's authority

9. Tax Matters: Treatment of tax implications related to the contribution

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

11. General Provisions: Standard contractual provisions including notices, amendments, and severability

What sections are optional to include in a Partnership Contribution Agreement?

1. Intellectual Property Rights: Required when contributions include IP assets, detailing ownership transfer and licensing arrangements

2. Real Property Provisions: Required when real estate is part of the contribution, including specific transfer requirements

3. Regulatory Compliance: Required when contributions involve regulated assets or activities

4. Security Arrangements: Required when contributions are secured or subject to encumbrances

5. Non-Competition and Confidentiality: Required when protecting partnership interests from competition by contributing partners

6. Partner Admission Terms: Required for new partners joining through contributions

7. Exit Provisions: Optional provisions regarding future withdrawal or transfer of partnership interests

What schedules should be included in a Partnership Contribution Agreement?

1. Schedule 1 - Contribution Details: Detailed inventory and description of all assets, property, or capital being contributed

2. Schedule 2 - Valuation Report: Independent valuation reports or agreed valuation methodology details

3. Schedule 3 - Partnership Information: Current partnership structure, existing partners, and ownership percentages

4. Schedule 4 - Transfer Documents: Forms and documents required for transferring specific assets

5. Schedule 5 - Due Diligence Results: Summary of due diligence findings for contributed assets

6. Appendix A - Regulatory Approvals: Copies of required regulatory approvals or licenses

7. Appendix B - Partner Resolutions: Partnership and corporate resolutions approving the contribution

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

Jurisdiction

Hong Kong

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions



































Clauses






























Relevant Industries

Professional Services

Real Estate

Financial Services

Technology

Manufacturing

Trading

Consulting

Healthcare

Education

Construction

Retail

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretarial

Tax

Compliance

Risk Management

Business Development

Partnership Management

Investment

Operations

Relevant Roles

Managing Partner

Legal Counsel

Chief Financial Officer

Partnership Manager

Corporate Secretary

Tax Advisor

Business Development Manager

Finance Director

Compliance Officer

Risk Manager

Managing Director

Investment 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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