Transfer of Businesses (Protection of Creditors) Ordinance

(1)
Subject to this Ordinance, whenever any business is transferred, with or without the goodwill thereof, the transferee shall, notwithstanding 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 (
Cap. 112
), 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.