Assignment Of Shares Agreement for Hong Kong

Assignment Of Shares Agreement Template for Hong Kong

A legally binding document governed by Hong Kong law that facilitates the transfer of shares from one party (the Assignor) to another (the Assignee). This agreement sets out the terms and conditions of the share transfer, including the consideration, warranties, and completion requirements. It ensures compliance with Hong Kong's Companies Ordinance and Stamp Duty Ordinance, while providing a clear framework for the transaction. The document includes essential provisions for share transfer execution, payment terms, and necessary representations and warranties, making it suitable for both simple and complex share transfers in the Hong Kong jurisdiction.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Assignment Of Shares Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc

What is a Assignment Of Shares Agreement?

The Assignment Of Shares Agreement is a fundamental document used in Hong Kong for transferring ownership of shares in a company from one party to another. This document is essential in various business contexts, including corporate restructuring, investment transactions, and family succession planning. It must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Stamp Duty Ordinance (Cap. 117). The agreement typically includes detailed information about the shares being transferred, the parties involved, consideration amount, warranties, and completion requirements. It's commonly used in both private and public company contexts, though the complexity and specific provisions may vary depending on the transaction size and nature. The document serves as crucial evidence of the transfer and helps ensure a smooth transition of ownership while protecting the interests of all parties involved.

What sections should be included in a Assignment Of Shares Agreement?

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

2. Background: Context of the share transfer, including details of the Company whose shares are being transferred

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

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

5. Consideration: Details of the purchase price and payment terms for the shares

6. Completion: Specific requirements for completing the transfer, including timing, location, and actions required

7. Assignor's Warranties: Basic warranties regarding ownership, right to transfer, and status of the shares

8. Tax Obligations: Provisions regarding stamp duty and other applicable taxes

9. Further Assurance: Obligation to execute further documents and take additional actions if necessary

10. Notices: Process for serving notices under the agreement

11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and severability

What sections are optional to include in a Assignment Of Shares Agreement?

1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied

2. Extended Warranties: Additional warranties about the company's business, needed for significant or complex transfers

3. Non-Competition and Non-Solicitation: Restrictions on the Assignor's future activities, relevant when transferring controlling interests

4. Confidentiality: Detailed confidentiality provisions, important for transfers involving sensitive information

5. Tag-Along Rights: Rights of other shareholders to join the transfer, relevant in partial transfers

6. Drag-Along Rights: Rights to force other shareholders to join the transfer, relevant in majority stake transfers

7. Power of Attorney: Appointment of attorney to execute documents, useful for overseas parties

8. Board Approval: Specific provisions regarding company board approval, required if mandated by articles

What schedules should be included in a Assignment Of Shares Agreement?

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

2. Schedule 2 - Details of the Sale Shares: Specific information about the shares being transferred including share numbers, class, and paid-up status

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion

4. Schedule 4 - Form of Share Transfer: Template instrument of transfer complying with Hong Kong requirements

5. Schedule 5 - Warranties: Detailed warranties (if extended warranties are included)

6. Appendix A - Board Resolution: Pro-forma board resolution approving the share transfer

7. Appendix B - Relevant Corporate Documents: Copies of relevant corporate documents including articles of association and shareholders' agreement

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Document Type

Transfer Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Professional Services

Legal Services

Investment Banking

Private Equity

Corporate Services

Family Offices

Technology

Real Estate

Manufacturing

Retail

Healthcare

Education

Telecommunications

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Development

Mergers & Acquisitions

Investment

Executive Leadership

Corporate Governance

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Managing Director

Finance Director

Compliance Officer

Board Director

General Counsel

Transaction Manager

Corporate Development Manager

Investment Banker

Private Equity Manager

Business Development Director

Shareholder Relations 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

Find the exact document you need

Transfer Of Rights Agreement

A Hong Kong law-governed agreement facilitating the formal transfer of rights, assets, or interests between parties, with specific provisions for enforcement under Hong Kong jurisdiction.

find out more

Loan To Family Member Agreement

A Hong Kong law-governed agreement that formalizes and documents the terms of a loan between family members, including repayment terms and conditions.

find out more

Copyright Transfer Agreement Form

A Hong Kong law-governed agreement that transfers copyright ownership from one party to another, compliant with the Hong Kong Copyright Ordinance.

find out more

Technical Proposal For Consultancy Services

A formal technical and commercial proposal document used in Hong Kong for consultancy services, outlining solution methodology, expertise, and delivery approach.

find out more

Commercial Lease Agreement Termination Notice

A Hong Kong law-governed notice document for terminating commercial lease agreements, including essential termination details and property surrender terms.

find out more

License To Use Trademark

A Hong Kong law-governed agreement granting rights to use a trademark under specific terms and conditions, protecting both licensor and licensee interests.

find out more

Bond Subscription Agreement

A Hong Kong law-governed agreement setting out terms for investors to subscribe to bonds issued by an entity, including subscription process, rights, and obligations.

find out more

Lease To Own Commercial Property

A Hong Kong law-governed agreement combining commercial property lease terms with a purchase option, establishing conditions for both rental occupation and eventual property acquisition.

find out more

Transfer Of Intellectual Property Rights Agreement

A Hong Kong law-governed agreement for transferring intellectual property rights between parties, ensuring complete and legally valid transfer of IP ownership.

find out more

Assignment Of Intellectual Property Rights

A Hong Kong law-governed agreement for transferring intellectual property rights from one party to another, including provisions for various IP types and registration requirements.

find out more

Ownership Letter For Property

A formal document under Hong Kong law that declares and confirms property ownership, typically used for official transactions and institutional requirements.

find out more

Interview Waiver

A Hong Kong-governed document waiving the requirement for a formal job interview while establishing alternative assessment methods.

find out more

Software Supply Agreement

A Hong Kong law-governed agreement establishing terms for software supply, licensing, and implementation between supplier and customer.

find out more

Software Scope Of Work

A Hong Kong law-governed agreement defining scope, deliverables, and requirements for software development projects.

find out more

Transfer Agency Agreement

Hong Kong law-governed agreement establishing transfer agency services for maintaining shareholder records and processing fund transactions.

find out more

Simple Trademark License Agreement

A Hong Kong law-governed agreement enabling trademark owners to license their marks to third parties under specified terms and conditions.

find out more

Intercompany Balance Confirmation Letter

A Hong Kong-compliant formal letter confirming the balance of accounts between related companies within the same corporate group, used for audit and compliance purposes.

find out more

Technology Partnership Agreement

A Hong Kong law-governed agreement establishing terms for technology partnership and collaboration, including IP rights, technical specifications, and commercial terms.

find out more

Right Of Way Access Agreement

A Hong Kong-governed agreement establishing legal access rights over property, detailing terms, conditions, and responsibilities for both grantor and grantee.

find out more

Lease Surrender Letter

A Hong Kong law-governed document that formally terminates a lease agreement before its natural expiry through mutual consent between landlord and tenant.

find out more

Inter Credit Agreement

A Hong Kong law-governed agreement establishing terms and conditions for credit arrangements between multiple lending institutions.

find out more

Domain Transfer Agreement

A Hong Kong law-governed agreement for transferring ownership and control of domain names between parties, including transfer procedures and compliance requirements.

find out more

Debt Agreement Letter

A formal document under Hong Kong law that establishes the terms and conditions of a debt between parties, including loan amount, repayment terms, and interest rates.

find out more

Assignment Of Limited Partnership Interest

A Hong Kong law-governed agreement facilitating the transfer of limited partnership interests from one party to another, including terms, conditions, and regulatory compliance requirements.

find out more

Assignment Of Lease By Tenant

A Hong Kong law-governed document that transfers a tenant's lease rights and obligations to a new tenant, with the landlord's consent.

find out more

Assignment Of Leases And Rents

A Hong Kong law security document where property owners assign their rights to rental income and lease interests to lenders as loan collateral.

find out more

Assignment Of Lease By Lessor

A Hong Kong law-governed document that transfers a lessor's rights and obligations under an existing lease to a new lessor, ensuring legal compliance and protection of all parties' interests.

find out more

Vehicle Loan Agreement

A Hong Kong law-governed agreement establishing terms for vehicle financing, including loan conditions, security interests, and repayment obligations.

find out more

Software Source Code Transfer Agreement

A Hong Kong law-governed agreement for the permanent transfer of software source code ownership and associated intellectual property rights between parties.

find out more

Assignment Of Lease Contract

A Hong Kong law-governed agreement transferring leasehold rights and obligations from an existing tenant to a new tenant, with landlord's consent.

find out more

Promissory Note Settlement Agreement

A Hong Kong law-governed agreement documenting the settlement terms and conditions for an existing promissory note obligation, including modified payment arrangements and release terms.

find out more

Franchise Operating Agreement

A Hong Kong law-governed agreement establishing the rights and obligations between franchisor and franchisee for operating a franchised business.

find out more

Equity Sale Agreement

A Hong Kong law-governed agreement for the sale and purchase of shares in a company, setting out terms, conditions, and warranties for the transfer of equity ownership.

find out more

Car As Is Sale Agreement

A Hong Kong law-governed agreement for the sale of a vehicle in 'as is' condition, defining sale terms and limiting seller warranties while ensuring compliance with local regulations.

find out more

Company Shareholder Agreement

A Hong Kong law-governed agreement that defines and regulates the relationships, rights, and obligations between company shareholders.

find out more

Title Sponsorship Agreement

A Hong Kong law-governed agreement establishing title sponsorship rights and obligations between a sponsor and rights holder.

find out more

Sales Non Compete Agreement

A Hong Kong law-governed agreement that restricts sales professionals from competing or soliciting customers for a specified period after leaving their position.

find out more

Land Tenancy Agreement

A Hong Kong law-governed agreement establishing terms and conditions for property leasing between landlord and tenant.

find out more

Capital Contribution Partnership Agreement

A Hong Kong law-governed agreement establishing terms for partnership capital contributions, ownership interests, and related rights and obligations.

find out more

Assignment Of Lease By Landlord

A Hong Kong law-governed document that transfers a landlord's rights and obligations under an existing lease to a new landlord, while maintaining the tenant's existing terms.

find out more
See more related templates

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

2 Docs LeftAccess Now