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Stock Transfer Restriction Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Stock Transfer Restriction Agreement

"I need a Stock Transfer Restriction Agreement for my Hong Kong tech startup that will implement a 3-year lock-up period for founding shareholders until January 2025, and include right of first refusal provisions for our Series A investors."

Document background
The Stock Transfer Restriction Agreement is a fundamental document for private companies in Hong Kong seeking to maintain control over their shareholding structure. This agreement becomes particularly important when companies want to prevent unauthorized transfer of shares to third parties, maintain family or founder control, or ensure strategic investors remain committed for specific periods. The document typically includes detailed provisions on transfer procedures, approval requirements, permitted transfers, and valuation mechanisms. It must comply with Hong Kong Companies Ordinance requirements while balancing shareholders' rights with company interests. The agreement is commonly used in startup companies, family businesses, and joint ventures where maintaining specific ownership structures is crucial for business success and governance.
Suggested Sections

1. Parties: Identification of the company, existing shareholders, and any other parties to the agreement

2. Background: Context of the agreement, including company details, share capital structure, and purpose of the restrictions

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Transfer Restrictions: Core restrictions on share transfers, including prohibited transfers and conditions for permitted transfers

5. Transfer Procedure: Detailed process for implementing permitted transfers, including notice requirements and timing

6. Board Approval Process: Procedures for obtaining board approval for transfers and grounds for refusal

7. Permitted Transfers: Specific circumstances where transfers are automatically permitted (e.g., to family members or affiliated companies)

8. Compliance with Laws: Obligations to comply with relevant laws and regulations when executing transfers

9. Default: Consequences of breaching the transfer restrictions

10. Term and Termination: Duration of the agreement and circumstances for termination

11. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Right of First Refusal: Procedure giving existing shareholders the first right to purchase shares before they can be sold to third parties

2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares on the same terms as majority shareholders

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares

4. Call Option: Company's or other shareholders' right to purchase shares in specific circumstances

5. Put Option: Shareholders' right to require the company or other shareholders to purchase their shares

6. Death/Incapacity Provisions: Special procedures for transfer of shares upon death or incapacity of a shareholder

7. Valuation Mechanism: Method for determining share value for transfers under the agreement

8. Deadlock Resolution: Procedures for resolving disputes between shareholders regarding transfers

Suggested Schedules

1. Share Capital Structure: Details of the company's current share capital and shareholding

2. Transfer Notice Form: Standard form for shareholders to notify intention to transfer shares

3. Deed of Adherence: Form for new transferees to agree to be bound by the agreement

4. Permitted Transferee Categories: Detailed list and criteria for permitted transferees

5. Valuation Procedures: Detailed procedures for share valuation when required

6. Board Resolution Templates: Standard form board resolutions for approving/refusing transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions













































Clauses






























Relevant Industries

Technology and Startups

Professional Services

Family Businesses

Manufacturing

Real Estate

Financial Services

Healthcare

Retail

Media and Entertainment

Education

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Executive Management

Board of Directors

Risk Management

Investor Relations

Corporate Governance

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Board Director

Compliance Officer

Investment Manager

Managing Director

Shareholder Relations Manager

Corporate Governance Officer

Risk 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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