Acknowledgement of Debt Paid
This is a simple form of acknowledgement of payment of a debt. It could be used as evidence of such payment in the event of a future dispute. The precise details of the debt should be specified where indicated.

Application for Shares
This document can be used when a purchaser wishes to subscribe for new shares in a Hong Kong private company limited by shares.

Articles of Association
This document is a very general example of the Articles of Association for a Hong Kong company. These articles may be modified to suit your company’s specific needs.

Asset Purchase - Letter of Intent
This letter of intent sets out the basic terms on which one party is prepared to purchase assets belonging to, and used in a business carried on by, the other party. The document is expressed not to be legally binding save as to confidentiality and return of documents. It also contemplates the negotiation and execution by the parties of a formal legally binding sale and purchase agreement at a later date.

Asset Purchase Agreement
This agreement can be used in relation to the sale of a business and related assets, including goodwill, on arm’s length terms. The document contains provisions dealing with employees, premises and intellectual property rights as well as conditions precedent and warranties and representations in favour of the purchaser. Appropriate modifications will be required to suit the particular transaction.

Commercial Premises Lease Agreement
This document is a simple lease agreement for use by a landlord and tenant for the rental of commercial premises. The completed agreement must be brought to the Stamp Duty Office to be stamped in accordance with the Stamp Duty Ordinance.

Commercial Premises Sub-Lease Agreement
This agreement can be used when a tenant, with landlord’s consent, grants a sub-lease of commercial premises to a sub-tenant. It is important to ensure that the tenant does not grant to the sub-tenant any rights additional to those conferred on him by the landlord.

Consultancy Agreement
This short form agreement can be used whenever a client wishes to engage a consultant to provide certain specified services as an independent contractor, not an employee, of the client. The key issues addressed in the document include the scope of services, fees payable to the consultant and the duration of the engagement.

Copyright Assignment Agreement
This agreement can be used if a copyright owner (or “assignor”) wishes to assign his interest in such copyright to a third party (or “assignee”). Major points addressed by the agreement are warranties and representations in favour of the assignee, amount payable to the assignor and exercise of moral rights (if the assignor is also the author or creator of the subject matter).

Copyright Licence Agreement
This agreement is used when a owner of a copyright in a particular work (e.g. musical composition) wishes to grant a licence to a party to use and reproduce that work in order to produce and sell the party goods (e.g. a compilation compact disc) for a fee. This agreement contains the standard terms and conditions used in such situations.

Credit Sale Agreement
This is a standard credit sale agreement which is used when a customer intends to buy a product by making an initial deposit on the purchase price and the rest is payable by instalments.

Debt Assignment Agreement
This document may be used whenever a creditor (or “assignor”) wishes to assign to a third party (or “assignee”) the benefit of a debt owed to the creditor by a debtor. If the assignee agrees to make a payment to the assignor, the amount should be inserted.

Distributor Agreement
A distribution arrangement is different from an agency relationship. A distributor actually buys goods from a supplier and then re-sells them on its own account to other purchasers (for example, retailers). The distributor and the supplier remain independent entities and neither is responsible for the actions or omissions of the other. By contrast, an agent sells goods to purchasers on behalf of the supplier. In law, the contract of sale is made between the supplier and the purchaser and the supplier is responsible for the actions or omissions of the agent.This precedent assumes that the rights granted to the distributor will be exclusive. This will affect the supplier’s ability to sell goods directly into the territory covered by the agreement. Any decision to grant such exclusive rights should only be made after extensive review of the impact on the supplier’s marketing and sales strategies for such territory.

Drawdown Letter (Bill of Exchange)
This document is a typical draft/ bill of exchange used to draw funds from the issuer of a letter of credit. All relevant details will have to be inserted where indicated.

Employment Agreement
This agreement sets out the terms and conditions of employment for a senior-level employee. Key issues are covered such as notice period, salary, job description and duties. Many other provisions (for example, those dealing with additional benefits) are optional and may require amendment to suit the particular circumstances. Please note the optional clauses included at the end of the document.

Franchise Agreement
This agreement may be used by the owner (or “franchisor”) of proprietary rights and operating know-how relating to a particular business, for example retail outlets selling well-known branded goods, to grant rights to a third party (or “franchisee”) to establish and operate a business on its own account using the franchisor’s rights and know-how. The agreement addresses such matters as payment of franchise fees, licence to occupy and fitting out of premises, consultancy and other assistance, intellectual property rights, sale of the franchisee’s business and termination.

Guarantee - Corporate/ Limited
This document is a general-purpose guarantee and can be used when a limited company agrees to guarantee a loan facility granted to a third party. The guarantee assumes that valuable consideration is being given to the guarantor. If that is not the case, the document should be executed as a deed by the guarantor to ensure its enforceability. In addition, a legal opinion may be desirable where the guarantor is not a Hong Kong company.

Guarantee - Personal
This agreement can be used when a landlord agrees to accept the surrender of a tenancy prior to expiration of the original term.

Hire Purchase Agreement
This document is a hire purchase agreement setting out the terms and conditions on which a lessor will purchase capital goods from a third party supplier and hire the same to the lessee, with the lessee having an option to purchase the same. All usual matters are addressed including lease payments, security deposit, insurance, undertakings and termination.

Instrument of Transfer
This document follows the usual format for a Hong Kong private company and clearly states the details which have to be completed. It must be submitted to the Stamp Duty Office of the Hong Kong Inland Revenue Department together with a duly executed instrument of transfer.

Joint Promotion and Marketing Agreement
This agreement can be used when two parties agree jointly to promote and market certain products or services. Major points dealt with in the document include the extent of the joint promotion, approval of advertising and other materials naming or referring to either party or its products or services, appointment by the parties of representatives to implement agreed plans, payment of referral fees and duration.

Letter of Offer of Employment
This document is a letter-form contract of employment. It sets out all the usual terms and conditions including salary, notice period, hours of work, holiday entitlement and so on.

Loan Agreement
This document can be used to record the terms and conditions on which one party agrees to provide a loan to another. Matters addressed include the amount and purpose of the loan, interest, repayment date and typical representations and warranties.

Memorandum of Understanding
This document can be used as the basis for a memorandum of understanding recording certain matters discussed and agreed by two parties. The substance of the agreed matters should be inserted in the document where indicated. It is not intended to be a legally binding agreement save as to confidentiality.

Merchandising Agreement
This agreement can be used when a company or other organisation (or “licensor”) intends to grant a non-exclusive licence to a third party to produce and sell branded products. The document contains provisions dealing with payment of royalties, quality of the products and protection of the licensor’s intellectual property rights.

Non-Disclosure Agreement - Mutual
This non-disclosure agreement sets out the basis upon which two parties will disclose confidential information to each other in connection with a specified project. It explains what each party must not do with information disclosed by the other party, including unauthorised disclosure to third parties.

Non-Disclosure Agreement - Proposed Investment
This letter of intent sets out the basic terms on which one party is prepared to purchase assets belonging to, and used in a business carried on by, the other party. The document is expressed not to be legally binding save as to confidentiality and return of documents. It also contemplates the negotiation and execution by the parties of a formal legally binding sale and purchase agreement at a later date.

Non-Disclosure Agreement to Suppliers or Service Providers
This agreement can be used if a service provider may obtain access to, or be provided with, confidential information belonging to a customer. Strict non-disclosure obligations are imposed on the service provider.

Partnership Agreement
This agreement can be used to record the terms on which two or more parties decide to form a partnership. Matters addressed in the document include contributions to the partnership, management, accounting, withdrawal of partners and dissolution. Extra provisions may be required depending on the parties’ agreement and the industry/ profession concerned.

Power of Attorney
This document can be used to appoint an attorney for a specific purpose or purposes which should be clearly stated. It must be executed as a deed in the presence of a witness.

Promissory Note
This is a written promise to pay a specified sum to another person on or before a specified date.

Property - Sale and Purchase Agreement
This agreement is used by a vendor and a purchaser in respect of the sale and purchase of a Property. This agreement is signed before the vendor and the purchaser enter into a formal sale and purchase agreement. It contains the usual terms and conditions contemplated in such situations.

Resale Agreement
This agreement can be used where a party (or “reseller”) purchases products from a manufacturer, distributor or other supplier for the purposes of resale. It is assumed that the reseller will not be given any exclusivity.

Sale of Goods Agreement
This agreement can be used in relation to sale and purchase of goods of any description. If the buyer is a consumer, particular care must be taken in relation to any clauses designed to limit or exclude the seller’s liability – see the Control of Exemption Clauses Ordinance (Cap.71).

Sales Agency Agreement
This agreement can be used to appoint a sales agent to market and sell goods on behalf of the appointor (or “principal”). An agency relationship is legally different from a distribution arrangement, as the sales agent will sell goods on behalf of the principal, not on its own account. In such circumstances, it is important to recognise that the sales agent will have authority to enter into legally binding obligations on behalf of the principal.

Share Purchase - Letter of Intent
This letter of intent can be used when a vendor and purchaser agree basic terms for the sale and purchase of shares (including, if applicable, any preferred shares) in a private company. It sets the parameters for further discussions between the parties and provides that a legally binding sale and purchase agreement would be negotiated and executed at a later date.

Share Purchase Agreement
This agreement sets out the terms and conditions on which two or more vendors will sell their shares in a Hong Kong private company to an independent purchaser on arm’s length terms. The document contains conditions precedent, non-competition covenants and also extensive warranties and representations which may need to be modified or given subject to formal disclosures to suit the particular transaction.

Shareholders Agreement
This agreement can be used when the shareholders of a private Hong Kong company wish to record in a confidential document their rights and obligations in relation to the company. The document deals with such matters as the business of the company, its board of directors, important issues requiring majority approval, non-competition and solicitation, share transfers and pre-emption rights, financing and termination.

Shareholders Proxy
This form can be used by a shareholder to appoint a proxy to vote on his behalf at a general meeting of a Hong Kong private company limited by shares. It should be noted that the company’s articles of association may require a proxy to be in a particular form.

Shares - Declaration of Trust
This document is used in situations where the registered holders of shares are mere nominees holding the shares in trust for another party (ie. the beneficiary).

Software Licence Agreement - End-User
This is a general software licence agreement that is usually placed on the software packaging an/or displayed on screen prior to installation of the software. It is not intended as a hard copy agreement to be signed by any party. Instead, a contract is formed when the buyer opens the packaging and/or installs the software.

Software Licence Agreement - Standard
This agreement can be used when the owner of software wishes to grant a licence to a third party to use the same. If the owner is to provide maintenance or similar services, appropriate provisions should be added to this agreement.

Standby Letter of Credit
This document shows the format of a standby letter of credit. As is usual, the International Chamber of Commerce terms are incorporated by reference. In each case, the tenor and required drawdown documents will have to be stated with the maximum possible precision.

Supply of Services - Letter of Intent
This Letter of Intent is used by a company in respect of the provision of its services to the another company. It sets forth the manner in which the parties wish to deal with each other until such time that a definitive Supply of Services Agreement can be reached and concluded between the parties. This letter contains the usual terms and provisions used in such situations.

Supply of Services Agreement
This agreement can be used to set out the terms and conditions on which one party (or “service provider”) is to supply services to the other (or “customer”). If the customer is a consumer, great care must be taken regarding the effectiveness of any clauses limiting or excluding the service provider’s liability.

Surrender of Leased Premises Agreement
This agreement can be used when a landlord agrees to accept the surrender of a tenancy prior to expiration of the original term.

Trade Mark Assignment Agreement
This agreement is used if the owner of a trade mark wishes to transfer and assign a Hong Kong registered trade mark to another person or company for a fee. This agreement contains the usual terms and conditions contemplated in such situations.

Trade Mark Licence Agreement
This agreement enables a trade mark owner to grant certain rights to a licensee. It assumes that the licence (i) is not transferable (ii) applies within a certain geographical area, and (iii) applies in relation to the manufacture of certain products.

Bought and Sold Note
This document is submitted to the Stamp Duty office when there are shares being transferred in a company.

Declaration of Compliance
This document must be used when incorporating a new company under the Hong Kong Companies Ordinance. Once completed, it must be filed with the Registrar of Companies together with the proposed company’s signed memorandum and articles of association and registration fee.

Directors´ Approval - Commercial Lease
These forms can be used to record the decision of directors of a company to enter into a lease of premises. Brief details of the tenancy agreement should be inserted where indicated.Sets out below are two documents. The first is a written resolution which may be used where the directors do not meet – the company’s articles of association must permit written resolutions. The second is a set of minutes of a directors’ meeting. In each case, a decision must be made regarding the method of approval – written resolution or a meeting.

Directors´ Approval - Share Transfers
These forms can be used to record the decision of a company’s directors to approve a transfer of registered shares. The company’s articles of association should always be checked to ascertain any relevant provisions affecting transfers.Set out herein are two documents. The first is a written resolution which may be used where the directors do not meet – the company’s articles of association must permit written resolutions. The second is a set of minutes of a directors’ meeting. In each case, a decision must be made regarding the method of approval – written resolution or a meeting.

Directors´ Resolution - Real Property
This form can be used to record the decision of a company’s directors to sell existing, or purchase new, real property. It addresses both exchange of contracts and completion.

Directors´ Resolution - Banking Mandate (Authorised Signatories)
This form can be used if the directors of a company wish to revoke or vary the authority given to persons to operate the company’s bank account. In every case, care should be taken to satisfy any other administrative requirements of the bank concerned.

Directors´ Resolution - Loan from a Financial Institution
This form can be used to record the decision of a company’s directors to borrow funds from a third party. In each case, relevant requirements and restrictions (if any) in the company’s articles of association should be carefully checked. It is common for lenders to require the text of such resolutions to be approved prior to signature.

Directors´ Resolution - Officers
This form can be used to record the appointment of new directors or a company secretary. The company’s articles of association should be checked to ensure that the directors have the power to make such appointments. Necessary returns and consents to act will also have to be filed with the Hong Kong Registrar of Companies.

Directors´ Resolution - Payment of Dividends
This form can be used to record the decision of a company’s directors regarding interim or final dividends. Care should be taken to ensure full compliance with the company’s articles of association and the requirements of the Hong Kong Companies Ordinance, Part IIA.

Memorandum of Association
This document may be used for the memorandum of association of a Hong Kong company. If it is intended to include an objects clause (no longer mandatory in the case of most companies), the contents of clause 3 may be narrowed, expanded or otherwise varied.

Shareholders´ Approval - Allotment of Shares
These forms can be used to record the authority, required by law, given by shareholders of a Hong Kong private company to its directors to issue new shares. The authority expires at the conclusion of the company’s next annual general meeting. Included are two documents. The first is a written resolution which may be used where the shareholders do not meet – such resolutions are permitted by Hong Kong law (Section 116B of the Companies Ordinance). The second is a set of minutes of a shareholders’ meeting. In each case, a decision must be made regarding the method of approval – written resolution or duly convened meeting.

Shareholders´ Approval - Amendment of Articles of Association
These forms can be used to record the decision of shareholders, taking effect as a special resolution, to change their company’s articles of association. The details of the changes should be inserted where indicated. The special resolution must then be filed with the Registrar of Companies in Hong Kong. Below are two documents. The first is a written resolution which may be used where the shareholders do not meet – such resolutions are permitted by Hong Kong law (Section 116B of the Companies Ordinance). The second is a set of minutes of a shareholders’ meeting. In each case, a decision must be made regarding the method of approval – written resolution or duly convened meeting.

Shareholders´ Approval - Increase of Authorised Share Capital
These forms can be used to record the decision of shareholders, taking effect as an ordinary resolution, to increase the authorised share capital of their company. This may be necessary when, for instance, new shares are to be issued and the company has insufficient authorised but unissued share capital. Appropriate filings must be made with the Registrar of Companies in Hong Kong. Included here are two documents. The first is a written resolution which may be used where the shareholders do not meet – such resolutions are permitted by Hong Kong law (Section 116B of the Companies Ordinance). The second is a set of minutes of a shareholders’ meeting. In each case, a decision must be made regarding the method of approval – written resolution or duly convened meeting.

Shareholders´ Approval - Loan to Director
These forms can be used when shareholders of a Hong Kong private company approve a loan by the company to one of its directors. The contents of the relevant loan agreement should be disclosed to the shareholders by way of attachment to the written resolution/ tabling the original at the meeting (whichever is the case). Included here are two documents. The first is a written resolution which may be used where the shareholders do not meet – such resolutions are permitted by Hong Kong law (Section 116B of the Companies Ordinance). The second is a set of minutes of a shareholders’ meeting. In each case, a decision must be made regarding the method of approval – written resolution or duly convened meeting.

Shareholders´ Resolution - Change of Company Name
These forms can be used to record the decision of shareholders, taking effect as a special resolution to change the name of their company. Such special resolution has to be filed with the Registrar of Companies in Hong Kong with the appropriate filing fee. Only upon the issue of a Certificate of Incorporation on Change of Name will the new name be legally effective.Included here are two documents. The first is a written resolution which may be used where the shareholders do not meet – such resolutions are permitted by Hong Kong law (Section 116B of the Companies Ordinance). The second is a set of minutes of a shareholders’ meeting. In each case, a decision must be made regarding the method of approval – written resolution or duly convened meeting.

Defamation - Letter of Warning in respect of defamatory statements in a letter/article
This letter is used to request for an apology for defamatory statements made in a letter/article. At the end of the letter there is a threat of further legal action if no apology is forthcoming.

Defamation: Notice of Apology for Defamation made in Defamatory Letter/Article
This Notice of Apology for a defamatory letter or article may be used by an individual or a company. This notice is commonly published in the main newspapers or as may be directed by the defamed person or company. The final draft of the Notice of Apology should be approved by the defamed person or company.

Defamation: Notice of Apology for Defamation made in Defamatory Remarks/E-mail
This Notice of Apology for a defamatory remark made by an individual either verbally or circulated by e-mail may be used by an individual or a company. This notice is commonly published in the main newspapers or as directed by the defamed person or company. The final draft of the Notice of Apology should be approved by the defamed person or company.

Demand Letter
This letter may be used to demand payment of outstanding amounts owed by, for instance, a customer or client. Full details of the amounts should be inserted in the letter where indicated.

Employment: Employee´s Diplomatic Letter of Resignation to an Employer
This is a Diplomatic Letter of Resignation from the Employee addressed to the Employer which can be used as a written notice of termination of employment.

Employment: Employer´s Letter of Rejection of an Unsuccessful Candidate for a Job
This Letter of Rejection is used for notifying an unsuccessful candidate for a job.

Employment: Letter of Warning from an Employer to an Employee
This Warning Letter is used to give an Employee a final warning. It assumes that the errant Employee has been suspended for unsatisfactory performance and the Employee performance has not improved. The Employer should be aware of the regulations set out in the Employment Ordinance. It is typed on the letterhead of the Employer and is signed by the authorised signatory of the Employer.

Employment: Notice from an Employer to an Employee for Unsatisfactory Performance
This Letter of Notice of Unsatisfactory Performance is used to highlight to an Employee instances that the Employer is dissatisfied with the performance of the Employee. It is not a warning letter. The Employer should be aware of the regulations set out in the Employment Ordinance. It should be typed on the letterhead of the Employer and is signed by an authorised signatory on behalf of the Employer.

Employment: Notice from an Employer to Suspend the Employee for Reasons of Unsatisfactory Performance
This is a Notice of Suspension of Employment to an Employee for unsatisfactory performance. The Employee would have been served an earlier notice of unsatisfactory performance prior to receiving this Notice. The Employer should be aware of the regulations set out in the Employment Ordinance. It is typed on the letterhead of the Employer and is signed by an authorised signatory on behalf of the Employer.

Landlord and Tenant: Landlord´s Letter of Confirmation of Termination of Lease to Tenant
This is a letter from the Landlord to its Tenant to confirm the termination of the lease and to request the Tenant to deliver the Premises in a good and tenantable condition and settle all relevant payments. The Landlord should be aware of the termination procedure set out in the Landlord and Tenant (Consolidation) Ordinance. The letter is prepared on the Landlord letterhead and is signed by the authorized signatory of the Landlord.

Landlord and Tenant: Landlord´s Letter to Refund Rental Deposit With Deductions to Tenant
This is a letter from the Landlord to its Tenant to refund the rental deposit. It assumes that there are deductions to be made to the rental deposit. The letter is prepared on the Landlord´s letterhead and is signed by the authorized signatory of the Landlord.

Landlord and Tenant: Landlord´s Letter to Refund Rental Deposit Without Deductions to Tenant
This is a letter from the Landlord to its Tenant to refund the rental deposit. It assumes that there are no deductions to be made to the rental deposit. The letter is prepared on the Landlord´s letterhead and is signed by the authorized signatory of the Landlord.

Landlord and Tenant: Letter of Demand for Outstanding Rent
This letter is used by the Landlord to demand for the immediate payment of outstanding rent (or management fees, rates, other outgoings).

Landlord and Tenant: Letter of Warning for Excessive Noise
This letter is used by the Landlord to request that a noisy neighbour quiet down. At the end of the letter there is a threat of a legal action if the neighbour refuses to cooperate.

Landlord and Tenant: Letter of Warning in Respect of Encroachment or Trespass Unto Property
This letter is used by a property owner to highlight a trespass by their neighbour onto their property. The property owner may request the neighbour to either remove the trespass eg. something that has been illegally built or left on the property or compensate the property owner for use of the property without prior permission.

Letter to Inform of Dishonoured Cheque
This letter may be used to give a third party formal notification that a cheque drawn by him has been dishonoured on presentation and to require such third party to issue a new cheque or make cash payment in respect of the outstanding indebtedness.

Letters of Termination of Employment
These letters can be used by an employer to terminate an employee’s employment. There are three versions – the first for use in the event of dismissal without notice due to misconduct or another reason justifying summary dismissal, the second for use in the event of dismissal with due notice and the third for use where an employee is to be given payment in lieu of due notice. It is essential to check the employee’s contract to ascertain his/her notice entitlement and refer to the relevant clause in the termination letter. Other clauses should also be noted in the letter of termination, e.g. confidentiality and non-competition provisions.

Warning Letter - Copyright Infringement
This letter can be used by a copyright owner who becomes aware of any third party infringement of his copyright. It is common for a copyright owner to desist from legal action if the third party undertakes to cease further infringement and observes such undertaking. Such an undertaking is attached to the letter.

Warning Letter - Failure to Pay for Sale of Goods
This a legal warning letter from a seller to a buyer who has failed to make payment pursuant a Sales of Goods agreement.

Warning Letter - Failure to Perform to Service Level
This letter is used to warn a services vendor that they have failed to perform its Services in accordance with the Time Schedule in the Supply of Services Agreement.

Warning Letter - Failure to Perform to Time Schedule
This letter is used to warn a services vendor that they have failed to perform its Services in accordance with the Agreed Service Levels set out in the Supply of Services Agreement.

Warning Letter - Trade Mark Infringement
This is letter is used by registered proprietor of a trade mark to warn those parties who have made use of its trade mark without its prior consent.This is the first step prior to commencing legal action.