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

6. Right of transferee to indemnity
(1) The transferee shall be entitled to be indemnified—
(a) by the transferor, except in the case of a transfer by way of sale under or pursuant to a charge; or
(b) by the charge-holder, if the transfer is by way of sale under or pursuant to a charge,
for all amounts for which the transferee is made liable under this Ordinance and for which he would not otherwise be liable.
(2) The amount of such an indemnity may be recovered by civil proceedings as a debt or liquidated demand.

7. Liability of parties not affected
Nothing in this Ordinance shall relieve or be deemed to relieve a transferor or transferee, or any person who sells a business under or pursuant to a charge, from any liability to which he would otherwise be subject.

8. Limitation of liability of transferee
(1) A transferee who in good faith and without preference has paid in discharge or partial discharge of any liability for which he became liable under this Ordinance, and for which he would not otherwise have been liable, an amount which is equal to the value of the business acquired by him, at the date on which the transfer took effect, shall not be liable further under this Ordinance. 
(2) The value of a business acquired by a transferee at the date on which the transfer takes effect shall, until the contrary is proved, be presumed to be an amount equal to the amount paid or agreed to be paid (whether in terms of money or by means of any other consideration) for the acquisition of the business.

9. Limitation of time for institution of proceedings
Subject to section 6, no action shall be instituted to recover any debt from or to enforce any obligation against any person liable therefor under this Ordinance, and for which he would not otherwise have been liable, more than 1 year after the date on which the transfer in respect of which the liability arose took effect.

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

10. Saving
This Ordinance shall not apply to any transferee where the transfer is effected—
(a) by the Official Receiver or a trustee in bankruptcy;
(b) by the liquidator of a company in liquidation other than voluntary liquidation;
(c) by the Financial Secretary Incorporated; (Amended L.N. 369 of 1989)
(d) by the Permanent Secretary for Education Incorporated; (Amended 3 of 2003 s. 20; L.N. 130 of 2007)
(e) by the Director of Social Welfare Incorporated;
(f) by a person selling under or pursuant to a charge which has been registered for not less than 1 year at the date when the transfer takes effect;
(g) pursuant to any order or direction of any court;
(h) by an executor or administrator; or
(i) by operation of law.

Editorial Note:
For the saving and transitional provisions relating to the amendments made by the Resolution of the Legislative Council (L.N. 130 of 2007), see paragraph (12) of that Resolution.

11. Repeal and saving
(1) The Fraudulent Transfers of Businesses Ordinance (Cap. 49 1964 Ed.) is repealed.
(2) Notwithstanding subsection (1), the Fraudulent Transfers of Businesses Ordinance (Cap. 49 1964 Ed.) shall continue to apply with respect to a transfer—
(a) which took effect; and
(b) in respect of which notice was given under section 3 of that Ordinance,
before the coming into operation of this Ordinance, as if this Ordinance had not been passed.

### Factors Ordinance 《代理商條例》

1. Short title
This Ordinance may be cited as the Factors Ordinance.
(Amended 5 of 1924 s. 6)

2. Interpretation
(1) In this Ordinance, unless the context otherwise requires—
document of title (所有權文件) includes any bill of lading, dock warrant, warehouse keeper’s certificate, and warrant or order for the delivery of goods, and any other document used in the ordinary course of business as proof of the possession or control of goods, or authorizing or purporting to authorize, either by indorsement or by delivery, the possessor of the document to transfer or receive goods thereby represented;
goods (貨品) includes wares and merchandise;
mercantile agent (商業代理人) means a mercantile agent having, in the customary course of his business as such agent, authority either to sell goods, or to consign goods for the purpose of sale, or to buy goods, or to raise money on the security of goods;
person (人) includes any body of persons corporate or unincorporate;
pledge (質押) includes any contract pledging, or giving a lien or security on goods, whether in consideration of an original advance, or of any further or continuing advance, or of any pecuniary liability.
(2) For the purposes of this Ordinance, a person shall be deemed to be in possession of goods or of the documents of title to goods, where the goods or documents are in his actual custody or are held by any other person subject to his control, or for him, or on his behalf.

### Factors Ordinance 《代理商條例》

3. Powers of mercantile agent with respect to disposition of goods
(1)  Where a mercantile agent is, with the consent of the owner, in possession of goods or of the documents of title to goods, any sale, pledge, or other disposition of the goods, made by him when acting in the ordinary course of business of a mercantile agent, shall, subject to the provisions of this Ordinance, be as valid as if he were expressly authorized by the owner of the goods to make the same:
Provided that the person taking under the disposition acts in good faith, and has not, at the time of the disposition, noticed that the person making the disposition has no authority to make the same. (Amended E.R. 1 of 2019) 
(2)  Where a mercantile agent has, with the consent of the owner, been in possession of goods or of the documents of title to goods, any sale, pledge, or other disposition, which would have been valid if the consent had continued, shall be valid notwithstanding the determination of the consent:
Provided that the person taking under the disposition has not, at the time thereof, noticed that the consent has been determined. (Amended E.R. 1 of 2019) 
(3) Where a mercantile agent has obtained possession of any documents of title to goods by reason of his being or having been, with the consent of the owner, in possession of the goods represented thereby, or of any other documents of title to the goods, his possession of the first-mentioned documents shall, for the purposes of this Ordinance, be deemed to be with the consent of the owner.
(4) For the purposes of this Ordinance, the consent of the owner shall be presumed in the absence of evidence to the contrary.

4. Pledge of documents of title
A pledge of the documents of title to goods shall be deemed to be a pledge of the goods.

5. Pledge for antecedent debt
Where a mercantile agent pledges goods as security for a debt or liability due from the pledgor to the pledgee before the time of the pledge, the pledgee shall acquire no further right to the goods than could have been enforced by the pledgor at the time of the pledge.