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Share Sale Deed Template for Hong Kong

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Key Requirements PROMPT example:

Share Sale Deed

"I need a Share Sale Deed governed by Hong Kong law for the sale of 100% shares in a technology startup company, with a purchase price of HK$10 million and an earn-out mechanism based on 2025 performance targets."

Document background
A Share Sale Deed is used in Hong Kong when transferring ownership of shares in a company from one party to another. This document is essential for both private and public company transactions, though its application varies based on the nature and size of the deal. The deed must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). It includes comprehensive provisions covering purchase price, warranties, indemnities, conditions precedent, completion mechanics, and post-completion obligations. The Share Sale Deed is particularly crucial in M&A transactions, corporate restructurings, and investment deals, where it serves as the primary document evidencing the terms of the share transfer and protecting both parties' interests through detailed warranties and covenants.
Suggested Sections

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

2. Background: Context of the transaction, including details of the company whose shares are being sold

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

4. Sale and Purchase: Core agreement to sell and purchase the shares, including the number and class of shares

5. Purchase Price: Details of the consideration, payment terms, and any adjustments

6. Conditions Precedent: Any conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Mechanics of completion, including timing, location, and actions required

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

10. Buyer's Warranties: Warranties given by the buyer regarding capacity and authority

11. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

12. Tax Covenant: Seller's obligations regarding tax liabilities of the company

13. Confidentiality: Obligations regarding confidential information

14. Announcements: Restrictions on public announcements about the transaction

15. Further Assurance: Obligations to take further actions if necessary

16. Assignment: Restrictions on assignment of rights under the deed

17. Notices: Process for giving notices under the deed

18. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions

Optional Sections

1. Non-Competition Covenants: Restrictions on seller's competing activities, included when seller has significant market knowledge or customer relationships

2. Employee Provisions: Provisions dealing with employees, included when company has significant workforce

3. Real Estate: Specific provisions for company's real estate, included when company owns/leases significant property

4. Intellectual Property: Special provisions for IP rights, included when company has significant IP assets

5. Environmental Matters: Provisions dealing with environmental liabilities, included for companies in industrial sectors

6. Data Protection: Specific provisions for handling personal data, included when company processes significant personal data

7. Earn-out Provisions: Provisions for additional payments based on future performance, included when part of purchase price is contingent

8. Break Fee: Provisions for payment if deal fails, included in high-value or complex transactions

Suggested Schedules

1. Details of the Company: Corporate information including registration number, registered office, directors, share capital structure

2. Details of the Sale Shares: Specific details of shares being sold including share certificate numbers

3. Purchase Price Calculation: Detailed methodology for calculating purchase price including any adjustments

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

5. Properties: Details of real estate owned or leased by the company

6. Intellectual Property Rights: List of IP rights owned or licensed by the company

7. Material Contracts: List and details of important contracts

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

9. Tax Covenant: Detailed provisions regarding tax indemnities and conduct of tax affairs

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

Authors

Alex Denne

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

Relevant legal definitions















































Clauses





























Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Professional Services

Energy

Transportation

Media and Entertainment

Education

Construction

Hospitality

Agriculture

Mining

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Board of Directors

Executive Leadership

Company Secretariat

Treasury

Tax

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Investment Manager

M&A Director

Finance Director

Business Development Director

Corporate Development Manager

Transaction Manager

Due Diligence Manager

Compliance Officer

Risk Manager

Board Director

Managing Director

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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