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Shareholder Indemnification Agreement

Shareholder Indemnification Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Shareholder Indemnification Agreement

"I need a Shareholder Indemnification Agreement for a Hong Kong private limited company where a majority shareholder will indemnify the company and its directors against historical tax liabilities from before January 2025, with a liability cap of HKD 10 million."

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Document background
This document is essential in corporate transactions and shareholding arrangements under Hong Kong law where parties seek to allocate risks and responsibilities through formal indemnification provisions. A Shareholder Indemnification Agreement is typically used when shareholders need to provide specific protections to other parties against identified risks, losses, or liabilities. It's particularly relevant in share purchase transactions, corporate restructurings, or when establishing ongoing protection arrangements between shareholders and company stakeholders. The agreement must comply with Hong Kong's Companies Ordinance, common law principles, and other relevant regulations, making it essential to include jurisdiction-specific provisions while addressing the parties' commercial requirements.
Suggested Sections

1. Parties: Identifies the indemnifying shareholder(s), the indemnified parties, and the company

2. Background: Sets out the context of the agreement, including reference to relevant share ownership and corporate structure

3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Matters', 'Claims', and 'Losses'

4. Scope of Indemnification: Details the specific matters, losses, and circumstances covered by the indemnification

5. Indemnification Obligations: Specifies the precise obligations of the indemnifying shareholder(s) and the extent of their liability

6. Claims Procedure: Outlines the process for making indemnification claims, including notice requirements and time limits

7. Payment and Settlement: Details the mechanics of payment, including timing and method of settlement

8. Limitations and Exclusions: Sets out any caps on liability and excluded matters

9. Duration: Specifies how long the indemnification obligations remain in effect

10. Confidentiality: Provisions regarding the confidential treatment of information related to claims and the agreement

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

12. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Tax Matters: Specific indemnification provisions related to tax liabilities, used when tax exposures are a particular concern

2. Multiple Shareholder Provisions: Additional provisions for cases involving multiple indemnifying shareholders, including several vs. joint liability

3. Security Provisions: Provisions for securing the indemnification obligations through escrow or other means

4. Insurance: Provisions relating to insurance coverage and its interaction with the indemnification obligations

5. Regulatory Compliance: Additional provisions for listed companies or regulated entities

6. Third Party Rights: Provisions under the Contracts (Rights of Third Parties) Ordinance

7. Alternative Dispute Resolution: Mediation and arbitration provisions as alternatives to court litigation

Suggested Schedules

1. Schedule 1 - Indemnified Matters: Detailed list of specific matters, risks, or circumstances covered by the indemnification

2. Schedule 2 - Claims Procedures: Detailed procedures for making and processing claims, including forms and documentation requirements

3. Schedule 3 - Excluded Matters: Specific exclusions from the scope of indemnification

4. Appendix A - Form of Claim Notice: Template for formal notification of claims under the agreement

5. Appendix B - Security Documents: Forms of any security documents if security is being provided for the indemnification obligations

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
Relevant legal definitions









































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Professional Services

Healthcare

Retail

Energy

Transportation

Telecommunications

Mining

Construction

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretarial

Risk Management

Compliance

Corporate Development

Investor Relations

Board of Directors

Executive Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Finance Director

Risk Manager

Compliance Officer

Board Director

Company Director

Investment Manager

Corporate Development Manager

Shareholder Relations Manager

Managing Partner

Executive 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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