The Companies Ordinance (Cap. 622) (“CO”) provided for a new inspection regime for personal information on the Companies Register (the “Register”) maintained by the Companies Registry (the “Registry”). The relevant provisions were made with a view to enhancing protection for personal information while ensuring transparency of the Register by allowing the public to continue inspecting the Register for the purposes under the CO.
The Register maintained by the Registry contains personal information available for public inspection which includes, among other data, the usual residential addresses (“URAs”) and full identification numbers (“IDNs”) of directors of companies, and full IDNs of company secretaries and some other individuals (such as liquidators and provisional liquidators). Similar personal information is also contained in the registers kept by companies which are open for public inspection.
Pursuant to the relevant provisions of the CO concerning the new inspection regime, correspondence addresses instead of URAs of directors and partial IDNs instead of full IDNs of directors, company secretaries and other relevant persons would be made available on the Register for public inspection. The URAs and full IDNs (“Protected information”) would only be accessible by (“Specified Persons” upon application. Similarly, companies may withhold from public inspection the Protected Information on the registers they have kept.
The New Inspection Regime will be implemented in three phases. Details of the phased implementation are as follows:
From 23 August 2021, companies may replace URAs of directors with their correspondence addresses and replace full IDNs of directors and company secretaries with their partial IDNs on their own registers for public inspection.
From 24 October 2022, Protected Information on the Index of Directors on the Register will be replaced with correspondence addresses (“CA”) and partial IDNs for public inspection. There is no requirement for the CA to a Hong Kong address. Protected Information contained in documents filed for registration after commencement of this phase will not be provided for public inspection. However, Protected Information of directors, company secretaries and other relevant persons would be accessible by “Specified Persons” upon application.
The Specified Persons include:
- data subject;
- a person who is authorized in writing by a data subject to obtain the information;
- a member of the company;
- a liquidator;
- a trustee in bankruptcy;
- a public officer or public body;
- a person specified in the Schedule to the Companies (Residential Addresses & Identification Numbers) Regulation (Cap. 622N);
- a solicitor or foreign lawyer who practises law in a law firm;
- a certified public accountant (practising);
- a financial institution or designated non-financial businesses and professions.
To facilitate the implementation of Phase 2 of the new inspection regime, the Registry will revise 26 specified forms which pertain to the reporting of Protected Information. There will be no transitional arrangement, i.e., the Registry will only accept the revised specified forms for registration as from 24 October 2022, forms that are currently in use will no longer be accepted. More details will be announced by the Registry nearer the time.
From 27 December 2023, data subjects could apply to the Registry for protecting from public inspection their Protected Information contained in documents registered with the Registry (“Withheld information”) and replace such information with their correspondence addresses and partial IDNs. Specified Persons could apply to the Registry for access to Withheld Information of directors and other persons.
The detailed arrangements for implementation of Phase 3 will be announced by the Registry nearer the time.
For further information, please visit the thematic section on “New Inspection Regime” on the Companies Registry’s website (www.cr.gov.hk/en/legislation/nir/overview.htm).
What should you do now?
- Apart from the usual Register of Directors (“ROD“) and Register of Company Secretaries (“ROS”) with all the Protected Information for internal records, Hong Kong company should create a duplicate of ROD which mask out the URAs and replaced by the new CA of directors. Likewise, for the full IDNs for directors and company secretaries on ROD and ROS should be replaced by partial IDNs in the duplicate ROD and ROS respectively.
- In order to comply with the new requirement on filing of specified director’s CA, Form ND2B should be filed with the Registry within 15 days after 24 October 2022.
- Sertus will assist in the above matters, please keep a lookout for your email as your Sertus Client Service Representative will get in touch with you in due course.
If you have any questions regarding the above, please feel free to contact your Sertus Client Services Representative or contact us at firstname.lastname@example.org.
Kindly note that this e-news is not exhaustive but just intended to provide a general reference. This is not a legal advice and should not be regarded as a substitute for a specific legal advice that meet your circumstances. Sertus does not accept any responsibility for any errors or omissions of the contents of this e-news.