Trust Deed, Partnership Agreement, SPA — key corporate documents

Lawyer, Family Office

Concept

When servicing an international structure, situations regularly arise that require not a standard set of corporate registration documents but more sophisticated corporate instruments: a trust deed for wealth planning, a partnership agreement between two or more parties in a joint venture, or a share purchase agreement (SPA) for an investor's entry or exit. These documents are governed by general common law principles and can be prepared for jurisdictions where private.law operates — the United Kingdom, Hong Kong, Dominica, Gibraltar.

This article reviews the most common types of corporate documents, their purpose, and our role in their preparation. Basic-level templates have been created by our firm and are used as a starting point; adaptation to a specific transaction is always individual.

Trust Deed

A Trust Deed is a document that establishes a trust: a legal structure in which one party (settlor) transfers assets to another party (trustee) for management in the interest of third parties (beneficiaries). Used in wealth planning for:

• Protecting family capital from succession risks
• Structuring inheritance for multiple generations
• Managing assets on behalf of children or relatives with limited capacity
• Concealing ultimate beneficiaries for compliance purposes (with UBO disclosure where applicable)

Jurisdictions where we operate:Hong Kong, Gibraltar, United Kingdom, Commonwealth of Dominica.

Partnership Agreement

A Partnership Agreement governs the relationship between two or more parties conducting joint business. The document defines:

• Ownership structure and profit distribution
• Decision-making mechanism (single sign-off, majority, super-majority on which matters)
• Terms for partner entry and exit (drag-along, tag-along, ROFR)
• Vesting conditions for founder shares
• Dispute resolution provisions and arbitration jurisdiction

Applied for:

• Joint Ventures between two companies
• Investment partnerships for specific deals
• Family business structures with multiple generations
• Professional partnerships (law firms, consulting, funds)

Jurisdictions:United Kingdom, Hong Kong.

Share Purchase Agreement (SPA)

An SPA is a share purchase agreement. Used for:

• Investor entry into a company (Seed, Series A, Bridge round)
• Exit of founders or early investors
• M&A transactions (acquisition)
• Intra-family share transfers

The document governs:

• Transaction price and its determination mechanism (fixed, earn-out, escrow)
• Representations and warranties — what the seller guarantees to the buyer
• Conditions precedent — what must occur before closing
• Indemnities — compensation for breach of reps
• Non-compete and non-solicitation for the seller after exit

Jurisdictions:United Kingdom, Hong Kong, Delaware.

Other documents we prepare

• Power of Attorney(general or special) — for representation of a company or individual at a bank, registrar, tax authority
• Director's Resolution— resolution by a sole director on a specific matter
• Shareholders' Agreement— extended version of a Partnership Agreement for a corporate structure with multiple shareholders
• Loan Agreement— loan agreement between related and unrelated parties
• Service Agreement— service agreement between a company and a contractor/director
• Non-Disclosure Agreement (NDA)— confidentiality agreement

Document preparation stages

1. Initial discussion— transaction structure, objectives, key terms. 1–2 days.
2. First draft preparation— based on our template with adaptation to the specific case. 1–2 weeks for a standard document, 3–4 weeks for complex.
3. Client review— usually 1–2 iterations.
4. If a counterparty is involved— negotiations between lawyers on specific points.
5. Signing— in person, via DocuSign, or with notarial certification depending on document type and jurisdiction.

Cost

Depends on document type, transaction complexity, and number of iterations:

• Standard document(Power of Attorney, Director's Resolution, NDA) — €500–€1,500
• Medium-complexity document(Trust Deed, Partnership Agreement, Loan Agreement) — €3,000–€8,000
• Complex transaction(SPA with rep&warranties, M&A documentation) — €10,000–€50,000 depending on deal size

Related services

• 🇭🇰 Hong Kong company— for corporate transaction wrapper
• 📋 Document apostille— for use of documents in other jurisdictions
• 🍓 SPV— structure for a separate investment transaction
• 📈 Side Letter— for special terms in an investment round