Section 145: Liability in case of transfer of establishment
Reviewed by Finin2min Editorial Desk · Last reviewed 30 August 2026
Section 145 — Governs liability in case of transfer of establishment and the rights, duties, powers or procedure expressly stated in this section. Key operative text: Where an employer transfers his establishment in whole or in part, by sale, gift, lease or licence or in any other manner whatsoever, the employer and the person to whom the establishment is so transferred shall jointly and…
The Code was commenced in stages: section 142 had earlier commencement, S.O. 5319(E) brought the specified provisions into force from 21 November 2025, and later commencement instruments must be read with the current India Code footnotes for the remaining clauses.
Provision / India Code ↗ · Official Act PDF ↗ · 2026 Central Rules ↗
Finin2min analysis — what the section actually does
Operative clauses
- Where an employer transfers his establishment in whole or in part, by sale, gift, lease or licence or in any other manner whatsoever, the employer and the person to whom the establishment is so transferred shall jointly and severally be liable to pay the amount due in respect of any liabilities, cess or any other amount payable under this Code in respect of the periods up to the date of such transfer:
- Provided that the liability of the transferee shall be limited to the value of the assets obtained by him by such transfer.
Provisos, explanations & qualifications
- Provided that the liability of the transferee shall be limited to the value of the assets obtained by him by such transfer.
Thresholds and timelines in the text
- No explicit day/month/year/hour/percentage/rupee expression was detected in this section text.
Actors expressly appearing in the text
Employer
Full statutory text — Section 145
145. Liability in case of transfer of establishment.— Where an employer transfers his establishment
in whole or in part, by sale, gift, lease or licence or in any other manner whatsoever, the employer and the
person to whom the establishment is so transferred shall jointly and severally be liable to pay the amount
due in respect of any liabilities, cess or any other amount payable under this Code in respect of the periods
up to the date of such transfer:
Provided that the liability of the transferee shall be limited to the value of the assets obtained by him
by such transfer.How to apply this provision
- Primary statutory test — Where an employer transfers his establishment in whole or in part, by sale, gift, lease or licence or in any other manner whatsoever, the employer and the person to whom the establishment is so transferred shall jointly and severally be liable to pay the amount due in respect of any liabilities, cess or any other amount payable under this Code in respect of the periods up to the date of such transfer:
- Additional operative limb — Provided that the liability of the transferee shall be limited to the value of the assets obtained by him by such transfer.
- Qualification / exception to test — Provided that the liability of the transferee shall be limited to the value of the assets obtained by him by such transfer.
- Evidence file — retain facts and records proving the role/status of: Employer.
Rules, forms and cross-references
Direct 2026 Central Rule mapping
Forms mapped
No prescribed form is directly mapped in the current concordance.
Other sections cited in this text
Related Labour Hub resources
A direct concordance is not exhaustive. Central/State jurisdiction, schemes, authority appointments, saved instruments and later notifications may change the practical route without changing the section wording.
Worked example
For a worker/member seeking a benefit connected with liability in case of transfer of establishment, the file should show coverage, service/contribution facts, the rule/scheme and prescribed form, and the calculation/payment. One statutory point to test is: “Where an employer transfers his establishment in whole or in part, by sale, gift, lease or licence or in any other manner whatsoever, the employer and the person to whom the establishment is so transferred shall jointly and severally be liable to pay the amount due in respect of ” Also test the express qualification/proviso before concluding the result.
Illustration only; it is not statutory text or a substitute for applying the actual facts, jurisdiction, current rule/scheme and official instrument.
Q&A — Section 145
What does Section 145 of the Social Security Code cover?
Section 145 — Governs liability in case of transfer of establishment and the rights, duties, powers or procedure expressly stated in this section. Key operative text: Where an employer transfers his establishment in whole or in part, by sale, gift, lease or licence or in any other manner whatsoever, the employer and the person to whom the establishment is so transferred shall jointly and…
What is the main legal requirement or power in Section 145?
The first operative clause identified from the official text is: “Where an employer transfers his establishment in whole or in part, by sale, gift, lease or licence or in any other manner whatsoever, the employer and the person to whom the establishment is so transferred shall jointly and severally be liable to pay the amount due in respect of any liabilities, cess or any other amount payable under this Code in respect of the periods up to the date of such transfer:” Read it with the remaining subsections and any proviso below.
Does Section 145 contain a proviso or explanation?
Yes. A qualification extracted from the official text is: “Provided that the liability of the transferee shall be limited to the value of the assets obtained by him by such transfer.”
What time limit, percentage or amount appears in Section 145?
No explicit day/month/year/hour/percentage/rupee expression was detected in the official section text.
Which 2026 Central Rules are linked to Section 145?
No direct Central Rule is recorded in the current concordance. That does not exclude a relevant scheme, notification, State rule or enabling provision.
Is Section 145 currently operative?
The Code was commenced in stages: section 142 had earlier commencement, S.O. 5319(E) brought the specified provisions into force from 21 November 2025, and later commencement instruments must be read with the current India Code footnotes for the remaining clauses.
Source & verification trail
Act: Code on Social Security, 2020 — official India Code PDF ↗
Central Rules: Social Security (Central) Rules, 2026 — G.S.R. 344(E), 8 May 2026 ↗
Official library: Ministry of Labour & Employment — Labour Codes ↗
Source check: 20 August 2026. Individual professional interpretation should be re-reviewed when the section, rules, notification, scheme, State overlay or controlling judgment changes.