The Agreement of Purchase and Sale of Business Assets is a crucial document used in Hong Kong business transactions when one entity wishes to acquire specific assets of another business without purchasing the entire company. This document is essential for transactions ranging from small business asset transfers to large corporate asset acquisitions. It must comply with Hong Kong's legal framework, including the Sale of Goods Ordinance (Cap. 26) and Transfer of Businesses (Protection of Creditors) Ordinance (Cap. 49). The agreement typically covers all aspects of the asset transfer, including tangible and intangible assets, intellectual property, contracts, and equipment. It's particularly important in situations where businesses are restructuring, divesting non-core assets, or acquiring specific business components. The document provides comprehensive protection for both parties by clearly defining the assets being transferred, the terms of the transfer, warranties, and both parties' obligations.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the transaction and brief description of the business and assets being sold
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core provision defining the assets being sold and purchased
5. Purchase Price: Specification of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Details of when, where, and how the sale will be completed, including actions required at completion
8. Seller's Warranties: Warranties given by the seller regarding the business and assets
9. Purchaser's Warranties: Basic warranties given by the purchaser, including capacity to enter into the agreement
10. Pre-Completion Obligations: Obligations of both parties between signing and completion
11. Post-Completion Obligations: Obligations that continue after completion
12. Confidentiality: Provisions regarding confidential information and announcements
13. Notices: Process and requirements for giving notices under the agreement
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
15. Execution: Signature blocks and execution formalities
1. Non-Competition: Restrictions on seller's future business activities - include when protecting business goodwill is crucial
2. Employee Matters: Provisions dealing with transfer or termination of employees - include when employees are affected
3. Intellectual Property: Specific provisions for IP transfer - include when significant IP assets are involved
4. Tax Indemnity: Specific tax-related indemnities - include when complex tax implications exist
5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
6. Transitional Services: Arrangements for post-completion support - include when seller's ongoing assistance is needed
7. Data Protection: Specific provisions for personal data transfer - include when significant customer/employee data is involved
8. Property Matters: Specific provisions for real property - include when real estate assets are significant
9. Debt and Encumbrances: Provisions for handling existing debts - include when significant debts/charges exist
10. Third Party Consents: Process for obtaining required consents - include when key contracts require third party approval
1. Schedule 1 - Assets: Detailed list and description of all assets being sold
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Warranties: Detailed seller's warranties
4. Schedule 4 - Properties: Details of any real property included in the sale
5. Schedule 5 - Intellectual Property: List and details of all intellectual property being transferred
6. Schedule 6 - Employees: List of employees and their key employment terms
7. Schedule 7 - Material Contracts: List and details of key contracts being transferred
8. Schedule 8 - Completion Requirements: Detailed list of documents and actions required at completion
9. Schedule 9 - Form of Transfer Documents: Pro forma transfer documents required for completion
10. Appendix A - Calculation of Purchase Price Adjustments: Methodology for calculating any price adjustments
Find the exact document you need
Loan Restructuring Agreement
A Hong Kong law-governed agreement that modifies existing loan terms between lender and borrower, including revised payment schedules and security arrangements.
Download
Commercial Property Licence Agreement
A Hong Kong-governed agreement granting temporary rights to use commercial property without creating a lease arrangement.
Download
Used Car Receipt
A Hong Kong law-compliant document recording the sale and transfer of ownership of a used vehicle, including essential transaction and vehicle details.
Download
Deed Of Sale Of House And Lot Rights
A formal legal document under Hong Kong law for transferring ownership rights of residential property from seller to buyer, executed as a deed.
Download
Deed Of Absolute Sale For House And Lot
A Hong Kong law-governed deed that transfers absolute ownership of residential property from seller to buyer, including all terms and conditions of sale.
Download
Purchase Sale Agreement Commercial (Real Estate)
A Hong Kong law-governed agreement for the sale and purchase of commercial real estate, detailing transaction terms, conditions, and regulatory requirements.
Download
POA Authorization Letter
A Hong Kong-compliant legal document authorizing an appointed attorney to act on behalf of a grantor, subject to Hong Kong's Powers of Attorney Ordinance.
Download
Business Partnership Separation Agreement
A Hong Kong law-governed agreement that formalizes the dissolution of a business partnership and outlines the terms of separation between partners.
Download
Deed Of Sale Of A Parcel Of Land
A Hong Kong law-governed deed that transfers legal ownership of land from vendor to purchaser, incorporating specific requirements under Hong Kong's property law system.
Download
Deed Of Absolute Sale With Special Power Of Attorney
A Hong Kong law-governed document combining property sale transfer with power of attorney appointment for property-related matters.
Download
Business Sale Letter Of Intent
A preliminary document under Hong Kong law outlining proposed terms and conditions for a business acquisition, serving as a framework for negotiation and future definitive agreements.
Download
Simple Room Hire Agreement
A Hong Kong-compliant agreement template for temporary room hire arrangements, establishing key terms and conditions under Hong Kong law.
Download
Vehicle Purchase Agreement Payment Plan
A Hong Kong-governed agreement establishing terms for vehicle purchase through structured payments, including payment schedule, warranties, and ownership transfer conditions.
Download
Sales Outsourcing Agreement
A Hong Kong law-governed agreement establishing terms for outsourcing sales activities to an external partner, including service scope, compensation, and compliance requirements.
Download
Vehicle Repair Agreement
A Hong Kong-governed agreement setting out terms and conditions between a vehicle repair service provider and vehicle owner, including repair specifications, warranties, and liabilities.
Download
Binding Purchase Agreement
A Hong Kong law-governed agreement establishing legally binding terms for the purchase of goods, including price, delivery, and warranties.
Download
Deed Of Sale Letter
A formal legal document under Hong Kong law that transfers property or asset ownership from seller to buyer, combining deed requirements with letter format efficiency.
Download
Sell And Purchase Agreement
A Hong Kong law-governed agreement documenting the terms and conditions for the transfer of assets, property, or business interests from seller to purchaser.
Download
Sale Of Equity Agreement
A Hong Kong law-governed agreement facilitating the transfer of company shares or equity interests between parties, detailing sale terms and regulatory compliance requirements.
Download
Land Sale Agreement Document
A legally binding agreement for the sale and purchase of land or property in Hong Kong, outlining terms, conditions, and obligations of all parties under Hong Kong law.
Download
Car Sale Agreement Form
A Hong Kong-compliant Car Sale Agreement Form for legally transferring vehicle ownership between parties, incorporating local regulatory requirements.
Download
International Promissory Note
A Hong Kong law-governed negotiable instrument containing an unconditional promise to pay a specified sum in an international context.
Download
Sales Receipt
A Hong Kong-compliant document recording details of a commercial transaction between seller and buyer, serving as legal proof of purchase and tax record.
Download
Deed Of Sale For Motorcycle
A Hong Kong law-governed deed that documents and legalizes the sale and transfer of ownership of a motorcycle, including vehicle details, payment terms, and registration requirements.
Download
Vessel Bill Of Sale
A legal document governed by Hong Kong law that transfers vessel ownership from seller to buyer, meeting Hong Kong Maritime Registry requirements.
Download
Land Payment Agreement Letter
A formal document under Hong Kong law that outlines payment terms and conditions for land acquisition transactions.
Download
Deed Of Sale Ebike
A Hong Kong law-governed deed formalizing the sale and transfer of ownership of an electric bicycle, including specifications, warranties, and regulatory compliance.
Download
Deed Of Sale And Deed Of Absolute Sale
A Hong Kong law-governed deed that legally transfers property ownership from seller to buyer, including all essential terms and compliance requirements under Hong Kong property law.
Download
Sales Cooperation Agreement
A Hong Kong law-governed agreement establishing terms for sales cooperation between parties, including commission structures, territorial rights, and performance metrics.
Download
Sales Commission Contract
A Hong Kong-governed contract establishing commission-based sales arrangements, including payment terms and performance requirements.
Download
Sale Agreement Online
Hong Kong law-governed online sale agreement for e-commerce transactions, covering purchase terms, delivery, and consumer protection.
Download
Lease And Purchase Agreement
A Hong Kong law-governed agreement combining property lease terms with a future purchase option, establishing rights and obligations for both leasing and eventual property acquisition.
Download
Land Sale Agreement Form
A comprehensive legal document under Hong Kong law that facilitates and governs the sale and purchase of land or real property between parties.
Download
Independent Sales Contract
A Hong Kong law-governed agreement establishing terms between a company and independent sales representative, defining commission structures, territories, and performance requirements.
Download
Guaranteed Payment Agreement
A Hong Kong law-governed agreement where a guarantor commits to paying the debts or performing the obligations of a principal debtor to a beneficiary/creditor.
Download
For Sale As Is Contract
A Hong Kong-governed contract for the sale of assets in their current condition ('as is'), with buyer accepting all existing faults and limited seller warranties.
Download
Exclusive Sales Contract
A Hong Kong law-governed agreement establishing exclusive distribution rights between a supplier and distributor, defining territorial rights and commercial terms.
Download
Sale Lease Back Agreement
A Hong Kong law-governed agreement combining property sale and leaseback arrangements, allowing the seller to continue occupying the property as a tenant post-sale.
Download
Standard Contract Form
A Hong Kong law-governed standard form contract for regular commercial transactions, incorporating key local legal requirements and commercial protections.
Download
Motorcycle Agreement Form
A Hong Kong-governed agreement for the sale, purchase, or transfer of motorcycles, ensuring compliance with local transport regulations and protecting parties' interests.
Download
Genie’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; Genie’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
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)
.png)