### Professional Accountants Ordinance 《專業會計師條例》

44. Ordinance not to apply to public officers in connexion with their duties
This Ordinance shall not apply to the Director of Audit or to any other public officer in connexion with his duties as such.

46. Fees payable to Registrar of Companies
There shall be paid to the Registrar of Companies for the registration of any document required by this Ordinance to be registered or to be delivered, sent or forwarded to the Registrar of Companies such fees as the Chief Executive may prescribe by notice in the Gazette.
(Amended 8 of 1993 s. 4; 31 of 1999 s. 3)

48. Omission to give notice of meetings
The omission to give notice of any meeting of the Council or any general meeting of the Institute, or the failure by a member of the Council or a certified public accountant to receive such a notice shall not invalidate the proceedings at the meeting or any resolution passed thereat.
(Amended 23 of 2004 s. 54)

49. Resignation from the Institute
(Amended 23 of 2004 s. 54)(1) A certified public accountant may, by notice in writing under his hand, tender to the Council his resignation from the Institute.
(2) The resignation shall take effect upon the deletion from the register, with the approval of the Council, of the certified public accountant’s name.
(3) The Council may refuse to accept the resignation of a certified public accountant if— (Amended 23 of 2004 s. 54)
(a) it has reason to believe that such accountant has been guilty of conduct, or that circumstances exist, which could justify the revocation or suspension of the accountant’s registration under section 37CA(2)(d) of the AFRC Ordinance;
(b) it is aware that— (Amended 41 of 2021 s. 129)
(i) a complaint concerning the accountant has been submitted and is before the Council or a Disciplinary Committee because of the regulations made under Part 8 of the AFRC Ordinance; or
(ii) a sanction may be imposed on the accountant under section 37CA of the AFRC Ordinance; or
(c) the certified public accountant is indebted to the Institute. (Amended 41 of 2021 s. 129)
(Amended 23 of 2004 s. 54)

### Professional Accountants Ordinance 《專業會計師條例》

52. Council may delegate
(1) The Council may delegate to any person or to a committee of the Council any of the powers or duties granted to or imposed on the Council under— (Amended 3 of 2019 s. 90)
(a) this Ordinance (except section 51); or
(b) the AFRC Ordinance. (Amended 3 of 2019 s. 90; 41 of 2021 s. 132)
(2) Where the Council makes a delegation under subsection (1) it may at the same time authorize the person or committee to whom the delegation is made to sub-delegate the power delegated and such authorization may contain restrictions or conditions as regards the exercise of the power to sub-delegate under the authorization.
(Added 23 of 2004 s. 53)

53. Immunity for the members of the Council, etc.
No personal liability shall be incurred by any of the members of the Council, the Registrar or any officer or employee of the Institute or any person to whom any powers or duties of the Council is delegated in respect of any act done or any omission made by him in good faith in the performance or exercise or purported performance or exercise of any function or power under this Ordinance.
(Added 23 of 2004 s. 53)

54. Secretary for Financial Services and the Treasury may amend Schedule 1
The Secretary for Financial Services and the Treasury may, by notice published in the Gazette, amend Schedule 1.

### Transfer of Businesses (Protection of Creditors) Ordinance 《業務轉讓(債權人保障)條例》

1. Short title
This Ordinance may be cited as the Transfer of Businesses (Protection of Creditors) Ordinance.

### Transfer of Businesses (Protection of Creditors) Ordinance 《業務轉讓(債權人保障)條例》

3. Transferee of business to be liable for liabilities of transferor
(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.

### Transfer of Businesses (Protection of Creditors) Ordinance 《業務轉讓(債權人保障)條例》

4. Circumstances in which the transferee’s liability ceases
(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.
(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.