Deeds under HK law

– passes an interest, right or property;

– creates an obligation binding on some person;
– or amounts to an affirmation or confirmation of something which passes an interest, right
or property.

Types of deeds:
 Property deed (land title);
 Financial guarantee1 and/or letter of credit and/or indemnity deed (liability under mortgage);
 Separation agreement;
 Gift;
 Escrow deed (The document will not take effect until the fulfilment of the specific condition(s) i.e.
the escrow condition(s);
 Deed of appointment of new trustees;
 Deed of termination;
 Deed of assignment;
 Deed poll (a Deed of Change of Name); and
 Confidentiality deed.

One of the main purposes in using the deed format is that it provides the necessity for an unconnected
witness to "sign" the document.
If only one party under a contract is receiving a real benefit from an agreement, it is advisable under Hong
Kong law to execute the contract as a deed so that it is not void for lack of consideration.
Leases which do not exceed three years do not need to be accomplished by deed.

“signed, sealed and delivered”

 the deed must be in writing;
 a personal seal is placed on the document; and
 it must be delivered2 to the counter party.
– in Hong Kong, the legal requirements to seal and deliver a deed have been relaxed significantly.
– a common seal is no longer needed to be used, a company may simply execute a document by having it
signed.

Deed Registration Process – Property:

1. The solicitors firm is expected to prepare, certify and deliver all the necessary for registration
documents, accompanied by a memorial form.
2. Land Registry staff will then allocate a memorial number to each document, memorial and
lodgement list and generate a receipt for the registration fee.
3. The particulars contained in the memorial will be entered into the System on the same day of
receipt.
4. The System will then generate a Memorial Day Book (on the next day).
5. The Land Registry will check to ensure that:
a. The document does affect land and is registrable.
b. The information contained in the memorial is accurate and complete.
c. The requirements under the Land Registration Regulations are met.
6. If no discrepancy is found the land records will be update.

1Executed as deeds to avoid any dispute as to consideration.

2 “a document is presumed, unless the contrary is proved, to be delivered as a deed on its being
executed” (section 128, Companies Ordinance).
“a document is to be regarded as having been executed by a company if the document purports to
have been signed” (section 127, Companies Ordinance).
 a. However, if discrepancy is found, solicitors could amend and re-deliver the stopped
instruments to the Land Registry to complete registration.
b. Land Registry staff, in return, will repeat the registration procedures again starting from
verification of instruments.
7. The images of the memorial and the document will be kept in the System for public search.

If you purchase a property or become a party to a property transaction, you would need to execute a deed
or another document.
That deed or document will normally be registered with the Land Registry.

Registration fee for a deed of mutual covenant depends on the number of property units:
 Under 10 = $1,000
 10 and more = $2,000
Registration fee for a deed of appointment of new trustees = $210

A sample testimonium:
IN WITNESS of which this document has been executed and delivered as a deed on the date which first
appears above.

A sample execution block:

EXECUTED and DELIVERED as a deed3
by [name of company]
acting by either two directors or one
director and the company secretary

Virtual closing of a deed is effective if each party prints the document in full, signs the complete document
and then returns both electronic and hard copy.

3 The written document must be clear on its face that it is intended to be a deed