TRANSFER OF BUSINESSES (PROTECTION OF CREDITORS) ORDINANCE ——附加英文版
Hong Kong
TRANSFER OF BUSINESSES (PROTECTION OF CREDITORS) ORDINANCE
(CHAPTER 49)
Whole document:
rotect creditors on the transfer of businesses, to provide
for the
ility of transferees of business, the manner in which such
liability
be avoided and for matters incidental thereto and connected
therewith,
to repeal the Fraudulent Transfers of Businesses Ordinance.
June 1980]
1. Short title
Ordinance may be cited as the Transfer of Businesses (Protection
of
itors) Ordinance.
2. Interpretation
In this Ordinance, unless the context otherwise requires--
eal" includes a motion for a new trial or to set aside a
verdict,
ing or judgment;
iness" means a business, or any part thereof, consisting of a
trade or
pation (other than a profession) whether or not it is carried on
with
ew to profit; "charge" means--
a debenture within the meaning of the Companies Ordinance (Cap.
32);
a mortgage;
a bill of sale;
a lien; or
any document,
r or pursuant to which a business or any assets thereof are charged
as
rity for the payment of money or the performance of an obligation,
and
udes an equitable charge;
rge-holder" means a person who, under or pursuant to a charge,
and for
purpose of enforcing payment of any money or for the
performance of
obligation, may sell any business;
e of transfer" means the date on which a transfer takes effect
or is
nded to take effect;
ice of transfer" means a notice of transfer in accordance with
section
registered charge" means a charge which is registered under--
the Land Registration Ordinance (Cap. 128);
the Companies Ordinance (Cap. 32);
the Bills of Sale Ordinance (Cap. 20); or
any other enactment;
nsfer" means the transfer or sale of a business, but does not
include-
the sale of the stock-in-trade of a business in the ordinary
course of
trade;
the creation of a charge;
the transfer of land or any share or interest therein; or
the transfer of a vessel (or the transfer of any interest or
share
ein), other than--
a vessel to which Part IV of the Shipping and Port Control
Ordinance
. 313) applies; or
a trawler to which Part XII of the Merchant Shipping Ordinance
(Cap.
applies; "transferee" means the person to whom a
business is
sferred by a transferor; "transferor" means--
in the case of the sale of a business under or pursuant to a
charge,
person whose business has been or is intended to be sold;
in every other case, the person by whom or on whose
behalf the
sfer has been or is intended to be made.
For the purposes of this Ordinance "transferor" and
"transferee"
ectively include a sub-transferor and a sub-transferee.
3. Transferee of business to be liable for liabilities of trans-
feror
Subject to this Ordinance, whenever any business is transferred,
with
ithout the goodwill thereof, the transferee shall,
notwithstanding any
ement to the contrary, become liable for all the
debts and
gations, including liability for tax charged or chargeable
under the
nd Revenue Ordinance (Cap. 112), arising out of the carrying on
of the
ness by the transferor.
Notwithstanding subsection (1), where a part of a
business is
sferred (other than the goodwill thereof) and in any
proceedings--
the transferee would, but for this subsection, be adjudged
liable
r this Ordinance for any debts and obligations arising out
of the
ying on of the business by the transferor; and
it is shown to the satisfaction of the court hearing the
proceedings
--
the transferee purchased such part of the business in good faith
and
value; and
at the date of transfer of such part of the business, the
transferee
no knowledge (whether actual, constructive or imputed)
what he was acquiring formed part of a business,
transferee shall not be liable under this Ordinance for the debts
and
gations arising out of the carrying on of the business
by the
sferor.
4. Circumstances in which the transferee's liability ceases
A transferee shall not become liable under section 3 if a
notice of
sfer has been given not more than 4 months, and not less than 1
month,
re the date of transfer and has become complete at the
date of
sfer.
Where a notice of transfer has been given but the notice
has not
me complete at the date of transfer, the liability of the
transferee
r section 3 shall cease with effect from the date on which the
notice
ransfer becomes complete.
Where a notice of transfer has not been given before or at the
date of
sfer, the liability of the transferee under section 3 shall cease
with
ct from the date on which a notice of transfer, which is given
after
date of transfer, becomes complete.
A notice of transfer shall, subject to subsections (5) and (6),
become
lete upon the expiration of 1 month after the date of
the last
ication of the notice in accordance with section 5.
Subject to subsection (6), in the case of a notice of
transfer
rred to--
in subsection (1), if proceedings are instituted
against the
sferor in respect of any liability of the transferor arising
before
notice has become complete and out of the carrying on
of his
ness; or
in subsection (2) or (3), if proceedings are instituted
against the
sferee in respect of any liability of the transferee under
section 3
ing before such notice becomes complete,
notice of transfer shall (for the purposes of such proceedings
only)
eemed incomplete pending the final determination of such
proceedings,
uding all possible appeals, and pending the expiration of all
periods
ng which such appeals may be brought.
Where proceedings are instituted, a notice of transfer shall
not be
ed incomplete under subsection (5) unless within 1 month
of the
eedings being instituted--
they are served on the transferor or transferee, as the case may
be;
written notice that they have been instituted is sent by
registered
to the last known address of such transferor or transferee.
5. Contents of notice of transfer and manner of giving notice
Except in the case of a transfer by way of sale under or pursuant
to a
ge, a notice of transfer shall contain the following
particulars--
the full name and address of the transferor;
the nature of the business and the name or style under which, and
the
address at which, it has been carried on during the period
of 6
hs immediately preceding the date of transfer;
the date of transfer;
the full name and the residential and business addresses
of the
sferee;
if the transferee--
intends to carry on or is carrying on the business, the full
address
e, and the name and style under which, he is carrying it on or
intends
arry it on; or
is not carrying on the business and does not intend to carry it
on, a
ement to that effect; and
a statement that at the expiration of 1 month after the date of
the
publication of the notice pursuant to subsection (3), the
liability
he transferee for all the debts and obligations arising out
of the
ying on of the business by the transferor shall cease by
virtue of
Ordinance unless proceedings are instituted prior to such
expiration.
In the case of a transfer by way of sale under or pursuant
to a
ge, a notice of transfer shall contain the following
particulars--
the nature of the business, and the name or style under which,
and the
address at which, it has been carried on during the period
of 3
hs immediately preceding the date of transfer;
the full name and address of the person whose business has been,
or is
nded to be, transferred by way of sale under or pursuant
to the
ge;
details of the charge under or pursuant to which the transfer by
way
ale has been or is to be made, sufficient to enable any
document
ting or evidencing the charge to be readily identified and,
without
ting the generality of the foregoing, such details shall
include--
the date when the charge was made, given, executed or
came into
tence;
the consideration for which the charge was executed, made or
given
if there was no such consideration, the circumstances in which
it came
existence;
) in the case of a registered charge, the date of the registration
of
charge, the title of any enactment under which it was registered
and
number or other means of identifying the charge assigned to it
upon
stration;
the date of transfer; and
the amount of money, payment of which has been secured by the
charge
which was owing--
at the date of the publication of the notice of transfer; or
if the transfer has already taken effect, at the date of the
transfer
aking effect.
Every notice of transfer shall be signed--
by both the transferor and the transferee, in the case of a
transfer
hich subsection (1) applies; or
by the charge-holder and the transferee, in the case of a transfer
to
h subsection (2) applies,
shall be given by publication in--
the Gazette;
any 2 of such Chinese language newspapers circulating in Hong Kong
as
be approved for the purpose by the Chief Secretary; and (Amended
L. N.
f 1985; L. N. 242 of 1989)
) 1 English language newspaper circulating in Hong Kong which has
been
pproved.
6. Right of transferee to indemnity
The transferee shall be entitled to be indemnified--
by the transferor, except in the case of a transfer by way of
sale
r or pursuant to a charge; or
by the charge-holder, if the transfer is by way of sale
under or
uant to a charge,
all amounts for which the transferee is made liable
under this
nance and for which he would not otherwise be liable.
The amount of such an indemnity may be recovered by civil
proceedings
debt or liquidated demand.
7. Liability of parties not affected
ing in this Ordinance shall relieve or be deemed to
relieve a
sferor or transferee, or any person who sells a business
under or
uant to a charge, from any liability to which he would
otherwise be
ect.
8. Limitation of liability of transferee
A transferee who in good faith and without preference has
paid in
harge or partial discharge of any liability for which he became
liable
r this Ordinance, and for which he would not otherwise
have been
le, an amount which is equal to the value of the business acquired
by
at the date on which the transfer took effect, shall not be
liable
her under this Ordinance.
The value of a business acquired by a transferee at the date on
which
transfer takes effect shall, until the contrary is proved, be
presumed
e an amount equal to the amount paid or agreed to be paid (whether
in
s of money or by means of any other consideration) for the
acquisition
he business.
9. Limitation of time for institution of proceedings
ect to section 6, no action shall be instituted to recover any
debt
or to enforce any obligation against any person liable therefor
under
Ordinance, and for which he would not otherwise have been
liable,
than 1 year after the date on which the transfer in respect of
which
liability arose took effect.
10. Saving
Ordinance shall not apply to any transferee where the transfer
ffected--
by the Official Receiver or a trustee in bankruptcy;
by the liquidator of a company in liquidation other than
voluntary
idation;
by the Financial Secretary Incorporated; (Amended L. N. 369 of
1989)
by the Director of Education Incorporated;
by the Director of Social Welfare Incorporated;
by a person selling under or pursuant to a charge which has
been
stered for not less than 1 year at the date when the transfer
takes
ct;
pursuant to any order or direction of any court;
by an executor or administrator; or
by operation of law.
11. Repeal and saving
The Fraudulent Transfers of Businesses Ordinance (Cap. 49, 1964
Ed.)
epealed.
Notwithstanding subsection (1), the Fraudulent Transfers of
Businesses
nance (Cap. 49, 1964 Ed. ) shall continue to apply with respect
to a
sfer--
which took effect; and
in respect of which notice was given under section 3
of that
nance, before the coming into operation of this Ordinance, as if
this
nance had not been passed.
浙江省人民政府办公厅关于印发浙江省海外高层次人才居住证管理暂行办法的通知
浙江省人民政府办公厅
浙江省人民政府办公厅关于印发浙江省海外高层次人才居住证管理暂行办法的通知
浙政办发〔2011〕28号
各市、县（市、区）人民政府，省政府直属各单位：
经省政府同意，现将《浙江省海外高层次人才居住证管理暂行办法》印发给你们，请认真贯彻执行。
二○一一年三月三十日
（此件公开发布）
浙江省海外高层次人才居住证管理暂行办法
第一条为鼓励海外高层次人才来我省创业创新，更好地服务浙江经济社会发展，根据《中共浙江省委办公厅浙江省人民政府办公厅印发〈关于大力实施海外优秀创业创新人才引进计划的意见〉和〈浙江省“海外高层次人才引进计划”暂行办法〉的通知》（浙委办〔2009〕73号）精神，结合我省实际，制定本办法。
第二条我省行政区域内《浙江省海外高层次人才居住证》（以下简称《居住证》）申领、发放、管理适用本办法。
第三条具有硕士及以上学位，在海外连续工作或学习3年以上，在我省企事业单位担任高级管理或高级技术职务，或从事自主创业的海外高层次人才，且符合下列条件之一的，可申领《居住证》：
（一）具有外国国籍并持有外国护照的人员；
（二）取得外国永久居住权、仍持有中国护照的人员；
（三）其他非浙江户籍的人员。
第四条《居住证》由省公安厅监制。省公安厅委托省人力社保厅具体负责《居住证》的申领、发放和换证工作。各有关部门按照各自职能，落实《居住证》持有人（以下简称持证人）享有的相关权益保障和服务。
第五条《居住证》载明持证人姓名、性别、出生日期、婚姻状况、国籍或地区、工作单位、居住地、证件类型、号码、签发日期、有效期限、变更事项、延长期限等内容。
第六条《居住证》主要有以下功能：
（一）持证人在本省居住和工作的证明；
（二）持证人在本省办理相关社会保障、公共服务等事务的身份凭证；
（三）记录持证人的基本情况、居住地变动等人口管理所需的相关信息。
第七条持证人凭《居住证》及在本省自主创业或工作的相关证明，可以享有下列权益：
（一）以技术入股或者投资等方式创办企业，允许以商标、著作权（版权）、专利等知识产权（须在国内注册或登记并受保护）出资创办企业，非货币出资金额最高可占注册资本的70%，可按规定申报高新技术企业。
（二）可依法享受股权出资、股权出质、债权出资等政策。创办的高新技术企业取冠“浙江”省名的，注册资本放宽到200万元。创办的中介服务企业和拥有自主知识产权的科技型企业组建企业集团，其母公司最低注册资本放宽到1000万元，母公司和子公司合并注册资本放宽到3000万元。创办的企业申请变更为无区域企业名称的，可享受名称变更直通车待遇，到省工商局办理手续。
（三）在本省高校、科研院所及中资控股企业工作的，可按规定申请创新创业项目资助。
（四）可以参加本省专业技术资格评定和专业技术人员继续教育。可按条件申报浙江省特级专家、省有突出贡献中青年专家等荣誉称号和省151人才工程等人才培养工程、资助项目。
（五）到居住地教育主管部门申请子女在当地就读，与本地户籍人员享有同等待遇。
（六）凡与本省单位建立劳动关系或在本省创办企业的，按规定参加本省社会保险，并享受相应待遇。流动时，社会保险关系按国家和本省有关规定执行。
（七）中国国籍的持证人归国，可按规定办理在省内落户并取得公民身份证。外籍的持证人可按有关规定，在原签证有效期到期前7日内办理相应期限的多次往返签证或居留许可，并在申请永久居留证等方面获得相应便利。
（八）可优先享受当地住房保障相关政策。外籍的持证人可按规定以家庭为单位在本省行政区域内购买一套自用商品住房；可按规定在本省缴存和使用住房公积金购买自住住房。离开本省时，按规定办理住房公积金账户存储余额转移或提取手续。
（九）可在本省申领机动车驾驶证，办理机动车注册登记手续。
（十）可按规定向银行申请按揭贷款。
第八条申领《居住证》应提交下列材料：
（一）有效的身份证明；
（二）在本省的住所证明；
（三）学历和学位证明、专业技术证书或职业资格证书；
（四）已婚的提供婚姻状况证明；
（五）出入境检验检疫部门出具的健康证明书；
（六）单位劳动合同或聘用合同；
（七）在本省创业的，应提交投资等相关证明；
（八）已入境的境外申领人，应提供合法的入境证明；
（九）其他能反映个人业绩和能力的证明材料。
第九条省人力社保厅受理申请后，应当会同有关部门对申请材料进行审核，在30个工作日内完成审核认定，对符合条件的办理《居住证》；对不符合条件的，应告知申领人。
第十条《居住证》有效期限为2年。有效期满需要续办的，应当在有效期满30个工作日前向原发证机关提出申请。逾期未续办的，原《居住证》自动失效。
第十一条持证人因工作单位或居住地等情况发生变化的，应当在30个工作日内到原发证机关办理信息变更手续。
第十二条《居住证》遗失的，应当及时向原发证机关办理挂失和补办手续。
第十三条持证人应当遵守相关法律法规规定，不得提供虚假材料或者采取其他欺骗手段骗取《居住证》，如有此情形的，由省人力社保厅注销并收缴《居住证》。
第十四条持证人可以为随同来本省的配偶及其未成年子女申领《居住证》副卡，副卡应载明持有人的基本情况，并享受本办法第七条第（五）、（六）、（七）、（八）、（九）、(十)项的权益。
第十五条本办法实施细则由省人力社保厅、省公安厅会同有关部门另行制定。
第十六条本办法自二○一一年四月三十日起施行。
