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Assignment Of Shares

Assignment Of Shares Template for Hong Kong

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Key Requirements PROMPT example:

Assignment Of Shares

"I need an Assignment of Shares agreement for transferring 30% of shares in my Hong Kong technology startup to a venture capital investor, with completion scheduled for March 15, 2025, including specific warranties about our intellectual property and customer contracts."

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Document background
The Assignment Of Shares agreement is a crucial document used in Hong Kong for transferring ownership of shares in a company from one party to another. It is commonly used in various business scenarios, including corporate restructuring, investment transactions, exit arrangements, and family succession planning. The document must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Stamp Duty Ordinance (Cap. 117). This agreement typically includes detailed information about the shares being transferred, the parties involved, consideration payable, completion mechanics, and various warranties and undertakings. It serves as evidence of the transfer and protects both parties' interests by clearly documenting the terms and conditions of the share transfer transaction.
Suggested Sections

1. Parties: Identifies the Assignor (current shareholder) and Assignee (new shareholder), and the Company whose shares are being transferred

2. Background: Sets out the context of the assignment, including details of the Company and the Assignor's current shareholding

3. Definitions: Defines key terms used throughout the agreement

4. Agreement to Assign: Core provision stating the agreement to transfer the shares from Assignor to Assignee

5. Consideration: States the price or other consideration for the share transfer

6. Completion: Details when and where completion will take place and what documents must be delivered

7. Assignor's Warranties: Basic warranties regarding ownership, right to transfer, and freedom from encumbrances

8. Further Assurance: Obligation to execute further documents and take additional steps if needed to perfect the transfer

9. Costs and Stamp Duty: Specifies responsibility for transfer costs and stamp duty

10. Notices: Sets out how formal notices under the agreement should be given

11. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction

Optional Sections

1. Tag-Along Rights: Include when existing shareholders should have the right to join in the transfer on same terms

2. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join the transfer

3. Non-Competition: Include when the Assignor should be restricted from competing post-transfer

4. Confidentiality: Include when sensitive information is involved in the transfer process

5. Tax Indemnity: Include when specific tax risks need to be allocated between parties

6. Company Consent: Include when company's articles require company/board consent for transfer

7. Regulatory Approvals: Include when transfer requires regulatory approvals (e.g., for regulated businesses)

Suggested Schedules

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

2. Completion Documents: List of documents to be delivered at completion including instrument of transfer, share certificates

3. Company Information: Key details about the Company including registration number, registered office, directors

4. Warranties: Detailed warranties if more extensive than basic title warranties

5. Existing Encumbrances: Details of any existing charges or encumbrances affecting the shares

6. Form of Transfer Instrument: Standard instrument of transfer form required by Hong Kong law

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Education

Construction

Energy

Transportation

Telecommunications

Media

Hospitality

Mining

Agriculture

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Affairs

Tax

Treasury

Investment

Mergers & Acquisitions

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Investment Manager

Finance Director

Managing Director

Board Director

Shareholder

Company Director

Corporate Affairs Manager

Business Development Manager

Investment Analyst

Private Equity Manager

Merger & Acquisition Specialist

Tax 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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