¶¶Òõ¶ÌÊÓƵ

All Countries
Mergers & Acquisitions
Share Purchase Agreement Between Shareholders

Share Purchase Agreement Between Shareholders Template for Hong Kong

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Share Purchase Agreement Between Shareholders

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Share Purchase Agreement Between Shareholders

"I need a Share Purchase Agreement Between Shareholders for a Hong Kong technology company where two minority shareholders are selling their combined 30% stake to an existing majority shareholder, with completion planned for March 2025 and including earnout provisions based on the company's 2025 performance."

Celebrated by
Collaborations with
Investors
Document background
The Share Purchase Agreement Between Shareholders is a crucial document used when existing shareholders of a Hong Kong company wish to transfer shares between themselves. This type of agreement is particularly important in closely-held companies where shareholders wish to restructure their ownership positions or when some shareholders are exiting while others are increasing their stake. The document must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). It typically includes detailed provisions on valuation, payment terms, warranties, and protections for both parties, while also addressing specific Hong Kong requirements such as stamp duty obligations and company secretarial filings. The agreement serves as both a record of the transaction and a framework for managing the rights and obligations of all parties throughout the share transfer process.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company

2. Background: Context of the transaction, including current shareholding structure and reason for the transfer

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

4. Sale and Purchase: Core transaction terms including the shares being sold and basic sale obligations

5. Purchase Price: Amount payable for the shares and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before completion obligations become binding

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables

9. Seller's Warranties: Representations and warranties given by the seller regarding the shares and target company

10. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to purchase and funding

11. Limitations on Liability: Limitations on warranty claims and general liability of the parties

12. Confidentiality: Obligations regarding transaction confidentiality and announcements

13. Notices: Process for formal communications between parties

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

15. Execution: Signature blocks and execution formalities

Optional Sections

1. Price Adjustment: Mechanisms for adjusting the purchase price post-completion, used when price depends on completion accounts or earnouts

2. Tax Covenant: Specific tax indemnities and allocations, used when tax risks are a significant concern

3. Non-Competition: Restrictions on seller's competing activities, used when seller remains active in the industry

4. Transitional Services: Arrangements for post-completion services by seller, used when business continuity requires seller's involvement

5. Tag-Along Rights: Rights of other shareholders to join the sale, used in partial stake sales

6. Drag-Along Rights: Rights to force other shareholders to join the sale, used in majority stake transfers

7. Break Fee: Compensation payable if either party terminates the transaction, used in high-value or complex deals

8. Employee Matters: Specific provisions regarding employees, used when employment arrangements are key to the transaction

Suggested Schedules

1. Share Details: Details of the shares being transferred including share certificate numbers and class rights

2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price

3. Completion Deliverables: Complete list of documents and items to be delivered at completion

4. Warranties: Detailed warranties regarding the company, its business and assets

5. Company Information: Key details about the target company including corporate information and material contracts

6. Properties: Details of company's real estate assets and leases

7. Intellectual Property: Schedule of company's IP rights and licenses

8. Form of Resignation Letters: Template resignation letters for outgoing directors if applicable

9. Form of Board Resolutions: Template board resolutions approving the share transfer

10. Disclosed Matters: Specific disclosures against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Technology

Manufacturing

Real Estate

Retail

Professional Services

Healthcare

Education

Energy

Transportation

Construction

Hospitality

Media and Entertainment

Telecommunications

Consumer Goods

Industrial Services

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Development

Risk Management

Board of Directors

Executive Management

Investment

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Finance Director

Investment Manager

Board Director

Managing Director

Compliance Officer

Corporate Development Manager

Financial Controller

Business Development Director

Risk Manager

Company Director

General Counsel

Transaction 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

Find the exact document you need

Shareholder Promissory Note

A Hong Kong law-governed financial instrument documenting a company's promise to pay a specified sum to a shareholder, including payment terms and conditions.

find out more

Stock Sale Contract

A Hong Kong law-governed agreement detailing terms and conditions for the sale and purchase of company shares, including transfer provisions and regulatory compliance requirements.

find out more

Share Purchase Agreement Between Shareholders

A Hong Kong law-governed agreement documenting the sale and purchase of shares between existing shareholders, setting out transfer terms, conditions, and mutual obligations.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.

Read our Privacy Policy.