The Membership Interest Purchase Agreement is a crucial transaction document used in Hong Kong for acquiring ownership interests in companies or business entities. It serves as the primary agreement in private M&A transactions where the purchase structure involves acquiring membership interests rather than assets. The document is essential when conducting business acquisitions under Hong Kong law, requiring careful consideration of local regulatory requirements, including the Companies Ordinance, Stamp Duty Ordinance, and Securities and Futures Ordinance. This agreement type is particularly important as it addresses specific aspects of Hong Kong's legal framework, such as statutory transfer requirements, regulatory approvals, and tax implications. The document typically includes detailed provisions on purchase price mechanisms, conditions precedent, warranties, and indemnities, tailored to protect both buyers and sellers while ensuring compliance with Hong Kong legal requirements.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of buyer, seller, and the target company
2. Background: Context of the transaction and current ownership structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the interests being sold and basic consideration structure
5. Purchase Price: Detailed breakdown of consideration and payment mechanisms
6. Conditions Precedent: Prerequisites that must be satisfied before closing
7. Pre-Closing Covenants: Obligations of parties between signing and closing
8. Closing: Mechanics and requirements for completion of the transaction
9. Warranties: Seller's representations and warranties about the business and membership interests
10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims
11. Tax Covenant: Tax-related representations and obligations
12. Confidentiality: Obligations regarding transaction and business information
13. Announcements: Rules for public statements about the transaction
14. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Include when specific employee arrangements or protections are needed
3. Non-Competition: Used when seller needs to be restricted from competing post-closing
4. Specific Indemnities: Include for known issues requiring special indemnification
5. Transitional Services: Include when seller will provide services post-closing
6. Bank Debt and External Financing: Used when transaction involves external financing arrangements
7. Intellectual Property Rights: Include detailed IP provisions when IP is a key asset
8. Real Estate Matters: Include when real estate is a significant component of the business
1. Schedule 1 - Target Company Details: Corporate information, shareholding structure, and subsidiaries
2. Schedule 2 - Conditions Precedent: Detailed list of all closing conditions
3. Schedule 3 - Warranties: Comprehensive list of seller's warranties
4. Schedule 4 - Properties: Details of owned and leased real estate
5. Schedule 5 - Intellectual Property: List of IP rights and registrations
6. Schedule 6 - Material Contracts: Key business agreements and commitments
7. Schedule 7 - Employees: Key employment terms and arrangements
8. Schedule 8 - Closing Deliverables: Documents and items to be delivered at closing
9. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing officers
10. Appendix B - Form of Board Resolutions: Template corporate approvals
11. Appendix C - Disclosure Letter: Seller's disclosures against warranties
Find the exact document you need
Transfer Of Rights Agreement
A Hong Kong law-governed agreement facilitating the formal transfer of rights, assets, or interests between parties, with specific provisions for enforcement under Hong Kong jurisdiction.
Download
Loan To Family Member Agreement
A Hong Kong law-governed agreement that formalizes and documents the terms of a loan between family members, including repayment terms and conditions.
Download
Copyright Transfer Agreement Form
A Hong Kong law-governed agreement that transfers copyright ownership from one party to another, compliant with the Hong Kong Copyright Ordinance.
Download
Technical Proposal For Consultancy Services
A formal technical and commercial proposal document used in Hong Kong for consultancy services, outlining solution methodology, expertise, and delivery approach.
Download
Commercial Lease Agreement Termination Notice
A Hong Kong law-governed notice document for terminating commercial lease agreements, including essential termination details and property surrender terms.
Download
License To Use Trademark
A Hong Kong law-governed agreement granting rights to use a trademark under specific terms and conditions, protecting both licensor and licensee interests.
Download
Bond Subscription Agreement
A Hong Kong law-governed agreement setting out terms for investors to subscribe to bonds issued by an entity, including subscription process, rights, and obligations.
Download
Lease To Own Commercial Property
A Hong Kong law-governed agreement combining commercial property lease terms with a purchase option, establishing conditions for both rental occupation and eventual property acquisition.
Download
Transfer Of Intellectual Property Rights Agreement
A Hong Kong law-governed agreement for transferring intellectual property rights between parties, ensuring complete and legally valid transfer of IP ownership.
Download
Assignment Of Intellectual Property Rights
A Hong Kong law-governed agreement for transferring intellectual property rights from one party to another, including provisions for various IP types and registration requirements.
Download
Ownership Letter For Property
A formal document under Hong Kong law that declares and confirms property ownership, typically used for official transactions and institutional requirements.
Download
Interview Waiver
A Hong Kong-governed document waiving the requirement for a formal job interview while establishing alternative assessment methods.
Download
Software Supply Agreement
A Hong Kong law-governed agreement establishing terms for software supply, licensing, and implementation between supplier and customer.
Download
Software Scope Of Work
A Hong Kong law-governed agreement defining scope, deliverables, and requirements for software development projects.
Download
Transfer Agency Agreement
Hong Kong law-governed agreement establishing transfer agency services for maintaining shareholder records and processing fund transactions.
Download
Simple Trademark License Agreement
A Hong Kong law-governed agreement enabling trademark owners to license their marks to third parties under specified terms and conditions.
Download
Intercompany Balance Confirmation Letter
A Hong Kong-compliant formal letter confirming the balance of accounts between related companies within the same corporate group, used for audit and compliance purposes.
Download
Technology Partnership Agreement
A Hong Kong law-governed agreement establishing terms for technology partnership and collaboration, including IP rights, technical specifications, and commercial terms.
Download
Right Of Way Access Agreement
A Hong Kong-governed agreement establishing legal access rights over property, detailing terms, conditions, and responsibilities for both grantor and grantee.
Download
Lease Surrender Letter
A Hong Kong law-governed document that formally terminates a lease agreement before its natural expiry through mutual consent between landlord and tenant.
Download
Inter Credit Agreement
A Hong Kong law-governed agreement establishing terms and conditions for credit arrangements between multiple lending institutions.
Download
Domain Transfer Agreement
A Hong Kong law-governed agreement for transferring ownership and control of domain names between parties, including transfer procedures and compliance requirements.
Download
Debt Agreement Letter
A formal document under Hong Kong law that establishes the terms and conditions of a debt between parties, including loan amount, repayment terms, and interest rates.
Download
Assignment Of Limited Partnership Interest
A Hong Kong law-governed agreement facilitating the transfer of limited partnership interests from one party to another, including terms, conditions, and regulatory compliance requirements.
Download
Assignment Of Lease By Tenant
A Hong Kong law-governed document that transfers a tenant's lease rights and obligations to a new tenant, with the landlord's consent.
Download
Assignment Of Leases And Rents
A Hong Kong law security document where property owners assign their rights to rental income and lease interests to lenders as loan collateral.
Download
Assignment Of Lease By Lessor
A Hong Kong law-governed document that transfers a lessor's rights and obligations under an existing lease to a new lessor, ensuring legal compliance and protection of all parties' interests.
Download
Vehicle Loan Agreement
A Hong Kong law-governed agreement establishing terms for vehicle financing, including loan conditions, security interests, and repayment obligations.
Download
Software Source Code Transfer Agreement
A Hong Kong law-governed agreement for the permanent transfer of software source code ownership and associated intellectual property rights between parties.
Download
Assignment Of Lease Contract
A Hong Kong law-governed agreement transferring leasehold rights and obligations from an existing tenant to a new tenant, with landlord's consent.
Download
Promissory Note Settlement Agreement
A Hong Kong law-governed agreement documenting the settlement terms and conditions for an existing promissory note obligation, including modified payment arrangements and release terms.
Download
Franchise Operating Agreement
A Hong Kong law-governed agreement establishing the rights and obligations between franchisor and franchisee for operating a franchised business.
Download
Equity Sale Agreement
A Hong Kong law-governed agreement for the sale and purchase of shares in a company, setting out terms, conditions, and warranties for the transfer of equity ownership.
Download
Car As Is Sale Agreement
A Hong Kong law-governed agreement for the sale of a vehicle in 'as is' condition, defining sale terms and limiting seller warranties while ensuring compliance with local regulations.
Download
Company Shareholder Agreement
A Hong Kong law-governed agreement that defines and regulates the relationships, rights, and obligations between company shareholders.
Download
Title Sponsorship Agreement
A Hong Kong law-governed agreement establishing title sponsorship rights and obligations between a sponsor and rights holder.
Download
Sales Non Compete Agreement
A Hong Kong law-governed agreement that restricts sales professionals from competing or soliciting customers for a specified period after leaving their position.
Download
Land Tenancy Agreement
A Hong Kong law-governed agreement establishing terms and conditions for property leasing between landlord and tenant.
Download
Capital Contribution Partnership Agreement
A Hong Kong law-governed agreement establishing terms for partnership capital contributions, ownership interests, and related rights and obligations.
Download
Assignment Of Lease By Landlord
A Hong Kong law-governed document that transfers a landlord's rights and obligations under an existing lease to a new landlord, while maintaining the tenant's existing terms.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)