Stock Power Agreement for Hong Kong

Stock Power Agreement Template for Hong Kong

A Stock Power Agreement is a legal instrument used in Hong Kong to authorize the transfer of shares from one party to another. The document, governed by Hong Kong law and subject to the Companies Ordinance (Cap. 622), grants specific authority to an attorney-in-fact or designated party to execute share transfers on behalf of the current stockholder. It includes detailed information about the shares being transferred, representations about share ownership, and must comply with Hong Kong stamp duty requirements. The agreement is commonly used in security arrangements, share transfers, and corporate restructuring scenarios.

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What is a Stock Power Agreement?

A Stock Power Agreement serves as a crucial document in Hong Kong's corporate landscape, providing the legal mechanism for authorizing share transfers. It is commonly used when a shareholder needs to delegate the authority to transfer shares, whether for security arrangements, corporate restructuring, or simplified trading processes. The document must comply with Hong Kong's Companies Ordinance, Securities and Futures Ordinance, and Stamp Duty requirements. It typically includes specific details about the shares, the scope of transfer authority, and any conditions or limitations on the power granted. This type of agreement is particularly valuable in situations where the shareholder cannot be physically present for the transfer or when shares are being used as collateral in financing arrangements.

What sections should be included in a Stock Power Agreement?

1. Parties: Identifies the transferor (current stockholder) and the attorney-in-fact or transferee being granted the power

2. Background: Explains the context of the stock transfer and the purpose of granting the stock power

3. Definitions: Defines key terms used in the agreement, including references to the shares, the company, and relevant documentation

4. Appointment and Authority: Grants the power to transfer the shares and specifies the scope of authority

5. Description of Securities: Details of the shares being subject to the stock power, including number, class, and certificate numbers

6. Representations and Warranties: Transferor's confirmations regarding ownership, authority to transfer, and absence of encumbrances

7. Duration of Authority: Specifies the period for which the stock power remains valid

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

9. Execution: Signature blocks and execution requirements including witnessing provisions

What sections are optional to include in a Stock Power Agreement?

1. Security Interest Provisions: Required when the stock power is granted as part of a security arrangement or collateral

2. Consideration: Include when there is a payment or other consideration for the transfer of shares

3. Transfer Restrictions: Required when there are specific conditions or limitations on the transfer authority

4. Revocation Provisions: Include when the power can be revoked under specific circumstances

5. Stamp Duty Arrangements: Include when specifically addressing responsibility for stamp duty payments

6. Multiple Attorneys Provisions: Required when authority is granted to multiple attorneys-in-fact

7. Indemnification: Include when the attorney-in-fact requires protection for actions taken under the power

What schedules should be included in a Stock Power Agreement?

1. Schedule 1 - Share Details: Detailed description of the shares including certificate numbers, distinctive numbers, and class of shares

2. Schedule 2 - Form of Transfer: The prescribed form of transfer required under Hong Kong law

3. Schedule 3 - Corporate Authorizations: Copies of relevant board resolutions or other corporate authorizations

4. Schedule 4 - Share Certificates: Copies of relevant share certificates

5. Appendix A - Specimen Signatures: Required signatures and specimen signatures of authorized persons

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

Agreement Contract

Cost

Free to use
Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Corporate Services

Legal Services

Securities Trading

Asset Management

Family Offices

Professional Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Corporate Finance

Investment Management

Securities Administration

Risk Management

Corporate Governance

Treasury

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Director

Chief Financial Officer

Investment Manager

Share Registrar

Corporate Finance Manager

Securities Officer

Finance Director

Board Member

Managing Director

Transaction Manager

Portfolio 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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