A144
Ord. No. 32/80
TRANSFER OF BUSINESSES (PROTECTION OF CREDITORS)
"transfer" means the transfer or sale of a business, but does not include— (a) the sale of the stock-in-trade of a business in the ordinary course
of its trade;
(b) the creation of a charge;
(Cap. 313.)
(Cap. 281.)
Transferee of business to be liable for liabilities of transferor. (Cap. 112.)
Circumstances
in which the
transferee's
liability
ceases.
(c) the transfer of land or any share or interest therein; or
(d) the transfer of a vessel (or the transfer of any interest or share
therein), other than---
(i) a vessel to which Part IV of the Shipping and Port Control Ordinance applies; or
(ii) a trawler to which Part XII of the Merchant Shipping Ordinance applies;
"transferee" means the person to whom a business is 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 has been or is intended to be sold;
(b) in every other case, the person by whom or on whose behalf the
transfer has been 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 transferor.
(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--
(i) the transferee purchased such part of the business in good faith and for value; and
(ii) 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. (1) A transferee shall not become liable under section 3 if a notice of transfer has been given not more than 4 months, and not less than 1 month, before the date of transfer and has become complete at the date of transfer.
(2) Where a notice of transfer has been given but the notice has not become complete at the date of transfer, the liability of the transferee under section 3 shall cease with effect from the date on which the notice of transfer becomes complete.
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TRANSFER OF BUSINESSES (PROTECTION OF CREDITORS)
Ord. No. 32/80
A145
(3) Where a notice of transfer has not been given before or at 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 1 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
(a) in subsection (1), if proceedings are instituted against the transferor in respect of any liability of the transferor arising before such notice has become complete and out of the carrying on of his business; or
(b) 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, including 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 (5) unless within 1 month of the proceedings being instituted—
(a) 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.
5. (1) Except in the case of a transfer by way of sale under or Contents of pursuant to a charge, a notice of transfer shall contain the following notice of particulars-
(a) 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;
(d) the full name and the residential and business addresses of the
transferee;
(e) if the transferee
(i) intends to carry on or is carrying on the business, the full address where, and the name and style under which, he is carrying it on or intends to carry it on; or
(ii) is not carrying on the business and does not intend to carry it on, a statement to that effect; and
a statement that at the expiration of 1 month after the date of the last publication of the notice pursuant to subsection (3), the liability of the transferee for all the debts and obligations arising out of the carrying on of the business by the transferor shall cease by virtue of this Ordinance unless proceedings are instituted prior to such expiration.
transfer and
manner of giving notice.
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Private notes are available after approval.