(Cwp. 138.)
(Cap 32.)
(Cup. 20.1
(Cap. 113.)
(Cup. 281)
Transferee of
business to be TABLE FOR Elabilities of transferor. (Op. 112)
() a lien; or
(e) any document,
2
under or pursuant to which a business or any assets thereof are charged as security for the payment of money or the performance of an obligation, and includes an equitable charge; "charge-holder" means a person who, under or pursuadl to a charge, and for the purpose of enforcing payment of any monty or for the per- formance of any obligation, may sell any business;
"date of transfer" means the date on which a transfer takes effect or is
intended to take effect;
"notice of transfer" means a dotice of transfer in accordance with section 5; "registered charge” means a charge which ja registered undor-
(a) the Land Registration Ordinance;
(6) the Companies Ordinance;
(c) the Bills of Sale Ordinance; or
(d) any other enactment;
"transfer" means the transfer or sale of a business, but does not include- (a) the sale of the stock-in-trade of a business la the ordinary course
of its trade;
(6) the creation of a charge:
(c) the transfer of land or any share or interest thercios or
(d) the transfer of a vessel (or the transfer of any interest or share
therein), other than-
()) a vessel to which Part IV of the Shipping and Port Control Ordinance applies; or
(f) a trawler to which Part XII of the Merchant Shipping Ordinance applies;
"transferee" means the person to whom a business la transferred by a
transferor:
"transferor" means—
(a) in the case of the sale of a business under or pursuant to a charge, the person whose business bas been or is intended to be gold;
(b) in every other case, the person by whom or on whose behalf the
transfer bas beso or is intended to be made.
(2) For the purposes of this Ordinance "transferor" and "transferee" respectively include a sub-transferor and a sub-transferee,
3. (1) Subject to this Ordinance, whenever any business is trans- ferred, with or without the goodwill thereof, the transferee shall, notwith- standing any agreement to the contrary, become liable for all the debts and obligations, including liability for tax charged or chargeable under the Inland Revenue Ordinance, arising out of the carrying on of the business by the transferot.
(2) Notwithstanding subsection (1), where a part of a business is transferred (other than the goodwill thereof) and in any proceedings-
(a) the transferee would, but for this subsection, be adjudged liable under this Ordinance for any debts and obligations arising out of the carrying on of the business by the transferor; and
(b) it is shown to the satisfaction of the court hearing the proceedings
that-
3
حالية
(the transferee purchased such part of the business in good faith and for value; and
[ at the date of transfer of such part of the business, the transferee had no knowledge (whether actual, constructive or imputed) that what he was acquiring formed part of a business,
the transferee shall not be liable under this Ordinance for the debts and obligations arising out of the carrying on of the business by the transferor.
4 (0) A transferce shall not become liable under section 3 if a Circumstances police of Transfer has been given not more than 4 months, and not leas in which the than 1 month, before the date of transfer and has become complete al ability the date of transfer.
(2) Where a notice of transfer has been given but the notice has pot become complete at the date of transfer, the liability of the transferce under section 3 shall cease with effect from the date on which the notice of transfer becomes complete.
(3) Where a notice of transfer has not been given before or al the date of transfer, the liability of the transferee under section 3 shall cease with effect from the date on which a notice of transfer, which is given after the date of transfer, becomes complete.
(4) A notice of transfer shall, subject to subsections (5) and (6), become complete upon the expiration of f month after the date of the last publication of the notice in accordance with section 5.
(5) Subject to subsection (6) in the case of a notice of transfer referred to-or
(a) in subsection (1), if proceedings are instituted against the transferor in respect of any liability of the transferor arising before such noties has become complete and out of the carrying on of bis business; or
() in subsection (2) or (3), if proceedings are instituted against the transferee in respect of any liability of the transferee under section 3 arising before such notice becomes complete,
the notice of transfer shall (for the purposes of such proceedings only) be deemed Incomplete pending the final determination of such proceedings, pcluding all possible appeals, and pending the expiration of all periods during which such appeals may be brought.
(6) Where proceedings are instituted, a notice of transfer shall not be deemed incomplete under subsection (3) onless within 1 month of the Proceedings being instituted --
() they are served on the transferor or transferee, as the case may
be: or
(b) written notice that they have been instituted is sent by registered post to the last known address of such transferor or transferee.
pretenes'.
DEMEN.
5. (1) Except in the case of a transfer by way of sale under or Content of pursuant to a charge, a notice of transfer shall contain the following route of particulars-
(4) the full name and address of the transferor;
(b) the nature of the business and the name or style under which, and the full address at which, it has been carried on during the period of 6 months immediately preceding the date of transfer: (c) the date of transfer:
transfer and MACK OF siring notice.
No comments yet.
Private notes are available after approval.