A Business Deed of Sale is utilized when transferring ownership of business assets or an entire business operation in Hong Kong. This formal legal instrument is essential for significant commercial transactions where parties require the additional security and enforceability provided by a deed format. The document captures all critical aspects of the transaction, including detailed descriptions of assets being sold, purchase price mechanics, warranties, indemnities, and completion procedures. It must comply with Hong Kong's legal requirements for deed execution and incorporate relevant provisions from key legislation such as the Sale of Goods Ordinance, Companies Ordinance, and Conveyancing and Property Ordinance. The deed format is particularly important as it provides certain legal advantages over simple contracts, including a longer limitation period for enforcement and no requirement for consideration.
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1. Parties: Identifies and provides full details of the seller and purchaser, including registration numbers for companies
2. Background: Recitals explaining the context of the sale and confirming the seller's ownership of the business
3. Definitions: Defines key terms used throughout the deed
4. Sale and Purchase: Core transaction terms including the assets being sold and purchase price
5. Consideration: Details of the purchase price, payment terms, and any adjustments
6. Completion: Specifications for when and where completion will take place
7. Seller's Warranties: Warranties regarding the business, assets, liabilities, and compliance with laws
8. Purchaser's Warranties: Basic warranties from the purchaser regarding capacity and authority
9. Pre-Completion Obligations: Seller's obligations regarding business operation between exchange and completion
10. Post-Completion Obligations: Ongoing obligations after completion, including assistance with transition
11. Confidentiality: Obligations regarding confidential information and announcements
12. Indemnities: Specific indemnities provided by the seller to the purchaser
13. Governing Law and Jurisdiction: Confirms Hong Kong law as governing law and jurisdiction
14. Execution: Formal execution blocks meeting Hong Kong deed requirements
1. Employee Matters: Required if employees are being transferred as part of the business sale
2. Intellectual Property: Required if significant IP assets are included in the sale
3. Property Matters: Required if real property or leasehold interests are being transferred
4. Tax Covenant: Optional section providing specific tax indemnities and mechanics
5. Non-Competition: Optional restrictions on seller's future competing activities
6. Data Protection: Required if personal data is being transferred as part of the business
7. Environmental Matters: Required for businesses with significant environmental aspects or risks
1. Schedule 1 - Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule 3 - Properties: Details of any real property or leasehold interests
4. Schedule 4 - Intellectual Property: List of all IP rights being transferred
5. Schedule 5 - Employees: List of transferring employees and their key terms
6. Schedule 6 - Contracts: Key contracts being transferred as part of the business
7. Schedule 7 - Completion Obligations: Detailed list of actions required at completion
8. Schedule 8 - Full Warranties: Detailed warranties given by the seller
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