The Short Form Stock Purchase Agreement is designed for use in Hong Kong when parties wish to document a straightforward share transfer transaction without the complexity of a full-length agreement. It is particularly suitable for small to medium-sized private company transactions, internal restructurings, or where parties have a pre-existing relationship. The document incorporates key requirements under Hong Kong law, including compliance with the Companies Ordinance and Stamp Duty Ordinance, while keeping warranties and operational provisions streamlined. This version is typically used when the transaction value is moderate, due diligence requirements are minimal, and the risk profile does not warrant extensive warranties and indemnities.
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1. Parties: Identifies the seller(s) and purchaser(s) of the shares
2. Background: Sets out the context of the transaction and basic information about the company whose shares are being sold
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the shares
5. Purchase Price: Specifies the consideration and payment terms
6. Completion: Details of when and how the transfer will be completed, including delivery of documents
7. Seller's Warranties: Basic warranties about share ownership, authority to sell, and company status
8. Purchaser's Warranties: Basic warranties about authority to purchase and funding
9. Confidentiality: Provisions regarding confidential information
10. Notices: How formal notices under the agreement should be given
11. Governing Law and Jurisdiction: Specifies Hong Kong law and jurisdiction
1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied
2. Tax Covenant: Include when specific tax indemnities are required
3. Non-Competition: Include when seller needs to be restricted from competing
4. Further Assurance: Used when additional actions may be needed post-completion
5. Break Fee: Include when there's a need to specify compensation for transaction failure
6. Earn-out Provisions: Used when part of purchase price is contingent on future performance
7. Director Resignations: Include when changes to board composition are required
1. Share Details: Details of shares being transferred including class, number, and paid-up status
2. Company Information: Key details about the company including registration number, registered office, directors
3. Warranties: Detailed warranties if not included in main agreement
4. Completion Requirements: List of documents and actions required at completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Completion Accounts: Format and requirements for any completion accounts
7. Required Consents: List of third-party consents required for the transfer
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