Change Of Control Consent Letter for Hong Kong

Change Of Control Consent Letter Template for Hong Kong

A Change of Control Consent Letter is a formal document used in Hong Kong to obtain written consent from relevant parties when there is a proposed change in ownership or control of a company. The document complies with Hong Kong law and corporate regulations, including requirements under the Companies Ordinance (Cap. 622) and, where applicable, the Securities and Futures Ordinance (Cap. 571). It serves as formal documentation of the consent required under existing contractual arrangements and typically includes details of the proposed transaction, any conditions attached to the consent, and confirmation that existing contractual obligations remain valid.

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What is a Change Of Control Consent Letter?

The Change of Control Consent Letter is a crucial document used in Hong Kong business transactions when a company undergoes a change in ownership or control structure. This document is required when existing contracts contain provisions requiring consent for such changes, which is common in loan agreements, lease agreements, major commercial contracts, and licensing arrangements. The letter serves as formal documentation that the necessary consent has been obtained, protecting all parties' interests and ensuring compliance with contractual obligations. Under Hong Kong law, this document should clearly identify the proposed change, provide explicit consent, and address any conditions or requirements attached to the consent. It's particularly important in regulated industries where changes in control may require additional regulatory approvals.

What sections should be included in a Change Of Control Consent Letter?

1. Letter Header and Date: Formal business letter header including sender's details, recipient's details, and date

2. Reference Line: Clear reference to the original agreement(s) requiring consent, including dates and parties

3. Proposed Transaction Description: Brief description of the proposed change of control transaction requiring consent

4. Consent Statement: Clear and unambiguous statement of consent to the change of control

5. Acknowledgment of Terms: Confirmation that original agreement terms remain in full force and effect

6. Execution Block: Signature blocks for all required parties

What sections are optional to include in a Change Of Control Consent Letter?

1. Conditions to Consent: Any specific conditions that must be met for the consent to be effective

2. Regulatory Acknowledgments: References to any regulatory requirements or approvals needed

3. Time Limitations: Any time limits within which the change of control must occur

4. Additional Undertakings: Any additional promises or commitments required from the parties

5. Fee Acknowledgment: If there are any fees associated with providing the consent

6. Confidentiality Statement: If specific confidentiality requirements apply to the consent or transaction

What schedules should be included in a Change Of Control Consent Letter?

1. Transaction Structure Details: Detailed description of the proposed change of control transaction structure

2. Relevant Corporate Information: Details of the new controlling entity or ownership structure

3. Original Agreement: Copy of the agreement for which consent is being provided

4. Required Regulatory Approvals: List of regulatory approvals obtained or required

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

Board Resolution

Cost

Free to use
Relevant Industries

Banking and Financial Services

Real Estate

Manufacturing

Technology

Telecommunications

Energy and Utilities

Healthcare

Retail

Infrastructure

Professional Services

Insurance

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Executive Management

Board of Directors

Mergers and Acquisitions

Finance

Risk Management

Regulatory Affairs

Relevant Roles

Legal Counsel

Corporate Secretary

Chief Legal Officer

Chief Executive Officer

Chief Financial Officer

Compliance Officer

Corporate Governance Manager

Director of Legal Affairs

General Counsel

Transaction Manager

Senior Legal Manager

Board Director

Managing Director

Company Secretary

Regulatory Compliance 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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