Share Purchase Agreement Hong Kong

It is customary for the buyer to protect against potential tax liabilities when buying shares in the form of: What documents do buyers and sellers usually include when buying shares or a business or assets? Are there any differences between the documents used to acquire shares as opposed to a business or asset? To complete the sale and acquisition of shares in a private company, the intermediate rate between the parties is the share purchase agreement ("SPA"). It is normal for the buyer`s lawyers to present the first draft share purchase agreement, although the seller`s lawyer would often present the first project relating to a sale of the target company by controlled auction. In such auction scenarios, the seller can often assemble a data room or data set that has been created against a number of warranties that are much less cumbersome for the seller on the basis of which the buyer would make an offer. What information is available to the public about private companies and their assets? What research on such information can the buyer usually make before entering into an agreement? The transfer of shares from a Hong Kong-based company does not require that a specific transfer notification form be sent to the Hong Kong Companies Register if it takes place. However, if such a transfer is made prior to the filing of the company`s annual refund to the Hong Kong Companies register, the transfer must be recorded in the annual rate of return after the transfer. Any changes after the annual return is filed must be indicated in the following annual return. For a private company, the annual performance should be submitted within 42 days of the anniversary of its creation each year. Each annual return should be accompanied by an annual registration fee. The acquisition of a Hong Kong-based share transfer company does not alter the employment relationship it has with its existing employees. Tax guarantees work in the same way as other security in the share purchase agreement (see above). On the other hand, tax pacts offer the purchaser a remedy for tax liabilities related to events that occur upon completion or completion. It is an agreement that assigns tax risk to the buyer before or before the seller`s last accounts and tax risk after one of these intersections for the buyer.

Can a seller be held responsible for pre-contract or misleading statements? Can such liability be excluded by an agreement between the parties? In addition to shareholder agreement, the scheme must also be sanctioned by the High Court of Hong Kong. Consistent with the approach that the risk associated with the entity, entity or assets will be transferred to the purchaser from the date of the conclusion of the purchase and sale agreement, the parties may not generally terminate a transaction before a negotiated long-stop date, unless a condition is or is not met.