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Shareholder Buy Sell Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Shareholder Buy Sell Agreement

"I need a Shareholders Buy-Sell Agreement for my Hong Kong tech startup with 4 co-founders, including provisions for insurance-funded share purchase upon death or disability, and specific valuation methods based on revenue multiples for voluntary exits."

Document background
The Shareholder Buy-Sell Agreement serves as a crucial governance tool for Hong Kong companies with multiple shareholders, providing a clear framework for managing ownership transitions and protecting both the company and individual shareholder interests. This document becomes essential when establishing or updating shareholder arrangements, particularly in private companies where share transfers need to be carefully controlled. It addresses various scenarios including voluntary exits, retirement, death, or incapacity of shareholders, and ensures compliance with Hong Kong corporate law requirements. The agreement typically includes valuation mechanisms, funding arrangements, and specific procedures for different trigger events, while incorporating local legal and regulatory requirements specific to the Hong Kong jurisdiction.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, current shareholding structure, and purpose

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

4. Transfer Restrictions: General restrictions on transfer of shares and exceptions

5. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, termination of employment, etc.)

6. Right of First Refusal: Process and terms for existing shareholders to purchase shares before third-party sales

7. Valuation Mechanism: Method for determining share price when trigger events occur

8. Payment Terms: Terms and conditions for payment of purchase price, including installment options

9. Funding Mechanism: Methods for funding share purchases, including insurance policies if applicable

10. Deadlock Resolution: Procedures for resolving disputes between shareholders

11. Confidentiality: Obligations regarding confidential information

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

13. General Provisions: Standard boilerplate clauses including governing law, amendments, and entire agreement

Optional Sections

1. Tag-Along Rights: Used when minority shareholders need protection to join in sales by majority shareholders

2. Drag-Along Rights: Include when majority shareholders may need to force minorities to join in a sale

3. Put and Call Options: Add when shareholders want specific rights to force sales or purchases

4. Non-Compete Provisions: Include when shareholders are involved in business operations and post-exit restrictions are needed

5. Family Transfer Exceptions: Include when allowing special provisions for transfers to family members

6. Cross-Purchase vs. Redemption: Add when providing flexibility in whether the company or other shareholders purchase shares

7. Key Person Insurance: Include when insurance is used to fund purchases upon death

8. Mandatory Offer Provisions: Add when requiring shareholders reaching certain ownership thresholds to make offers for remaining shares

Suggested Schedules

1. Current Shareholding Schedule: Details of current shareholders and their shareholdings

2. Share Valuation Formula: Detailed methodology for calculating share value

3. Insurance Policies: Details of any insurance policies funding the agreement

4. Form of Transfer Notice: Standard form for notifying intention to transfer shares

5. Deed of Adherence: Template for new shareholders to become bound by the agreement

6. Company Information: Key company details including registration number, registered office

7. Competing Business List: Definition of competing businesses if non-compete provisions included

8. Payment Terms Schedule: Detailed payment structures for different trigger events

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

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Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Real Estate

Financial Services

Healthcare

Education

Construction

Media and Entertainment

Food and Beverage

Consulting

Family Businesses

Start-ups

Small and Medium Enterprises

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Executive Management

Board of Directors

Corporate Governance

Risk Management

Business Development

Investment Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Managing Director

Board Director

Shareholder

Finance Director

Business Owner

Compliance Officer

Corporate Governance Officer

General Counsel

Partner

Founder

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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