What is a business purchase agreement?
A business purchase agreement is a contract documenting the sale of a business, either through an asset sale or a share sale, covering price, what is included, and each party's obligations.
Business & Startups
Business Purchase Agreement
Generate a business purchase agreement for an asset sale or share sale of a Hong Kong business, covering price, warranties, and stamp duty terms.
- Create a business asset sale agreement
Generate a business purchase agreement for the sale of the business assets (including stock, equipment, and goodwill) of [Business Name] from [Seller Name] to [Buyer Name] for a purchase price of [Price], including apportionment across asset classes.
- Create a share sale agreement
Generate a share sale agreement for the purchase of 100% of the shares in [Company Name] by [Buyer Name] from [Seller Name] for [Purchase Price], including seller warranties about the company's financial position, completion conditions, and Hong Kong stamp duty responsibilities.
- Create a business sale agreement with employee transfer terms
Generate a business purchase agreement for the sale of [Business Name] that includes terms for the transfer of employees to the buyer, including which entitlements are adjusted at completion under the Employment Ordinance.
Business Purchase Agreement Generator (Hong Kong)
A business purchase agreement is the contract documenting the sale of a business in Hong Kong, structured either as an asset sale (transferring specific business assets, contracts, and goodwill) or a share sale (transferring ownership of the company that owns the business), each with different tax, liability, and stamp duty implications. This free Hong Kong business purchase agreement generator produces agreements covering the purchase price, what is included (such as stock, equipment, IP, and customer contracts), employee transfer arrangements, and seller warranties about the business's financial position and compliance. It is designed for Hong Kong small business buyers and sellers who need clear terms without a full-scale corporate law engagement, while flagging that share transfers attract Hong Kong stamp duty (currently 0.13% of the higher of consideration or net asset value, payable by both buyer and seller) under the Stamp Duty Ordinance. The generator lets you specify the purchase price structure, apportionment across different asset classes, and warranties the seller provides about the business. Use it to document the transaction clearly and reduce the risk of disputes after completion.
Frequently asked questions
What is the difference between an asset sale and a share sale in Hong Kong?
An asset sale transfers specific assets and liabilities of the business, while a share sale transfers ownership of the company itself, including all its assets, liabilities, and contracts.
Does stamp duty apply to a business sale in Hong Kong?
Share transfers attract Hong Kong stamp duty, calculated on the higher of the consideration or the net asset value of the shares, with the duty split between buyer and seller; asset sales may attract stamp duty only on dutiable assets such as Hong Kong property.
What warranties are common in a Hong Kong business sale?
Warranties about the accuracy of financial statements, that there is no undisclosed litigation, that assets are owned free of encumbrances, and that the business complies with relevant laws.
What happens to employees in a business sale in Hong Kong?
In an asset sale, employees generally need to be offered new employment by the buyer, with continuity of employment sometimes preserved by agreement, while in a share sale employees typically continue employment with the same corporate employer without a break.
What is due diligence in a business purchase?
Due diligence is the buyer's investigation into the business's financials, contracts, compliance, and other risks before completing the purchase, and its findings often shape the warranties and price negotiated in the agreement.