The Share Transfer Agreement Between Individuals is a crucial document used when one individual shareholder wishes to transfer their shares to another individual in Hong Kong. This agreement is essential for private companies where shares are not publicly traded and requires careful consideration of Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Stamp Duty Ordinance (Cap. 117). The document typically includes details of the shares being transferred, purchase price, payment terms, warranties about share ownership, and completion mechanics. It's particularly important for ensuring proper documentation of ownership changes, compliance with regulatory requirements, and protecting both parties' interests through clear terms and conditions. The agreement must be properly executed and stamped to be legally effective in Hong Kong.
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1. Parties: Identification of the transferor and transferee, including full legal names and addresses
2. Background: Context of the transfer, including details of the company whose shares are being transferred
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transfer, including number of shares and price
5. Consideration: Details of the payment terms and method
6. Completion: Time, date, and location of completion, and actions required at completion
7. Transferor's Warranties: Standard warranties about share ownership, authority to sell, and absence of encumbrances
8. Transferee's Warranties: Basic warranties about authority to purchase and compliance with laws
9. Costs and Stamp Duty: Allocation of transfer costs and stamp duty responsibilities
10. Confidentiality: Obligations to keep the transfer and its terms confidential
11. Notices: How formal notices under the agreement should be given
12. Governing Law and Jurisdiction: Confirmation of Hong Kong law and jurisdiction
13. Entire Agreement: Standard boilerplate confirming this is the complete agreement between parties
1. Pre-completion Obligations: Used when there's a gap between signing and completion, specifying conduct requirements during this period
2. Non-competition: Include when the transferor needs to be restricted from competing post-sale
3. Tax Indemnity: Used when specific tax risks need to be allocated between the parties
4. Further Assurance: Include when additional actions may be needed post-completion
5. Break Fee: Used when parties want to specify damages for failing to complete
6. Regulatory Approvals: Include when the transfer requires specific regulatory clearances
7. Spousal Consent: Required if shares are matrimonial assets in certain jurisdictions
1. Share Details: Detailed description of the shares being transferred, including share certificate numbers
2. Company Information: Key details about the company whose shares are being transferred
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Form of Share Transfer: The official share transfer form required by Hong Kong law
5. Warranties: Detailed warranties if more extensive than those in the main agreement
6. Board Resolution: Pro-forma board resolution approving the share transfer
7. Payment Details: Bank account and payment mechanism details
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