Article:

New Inspection Regime under the Companies Ordinance (Cap 622)

28 June 2022

Teresa Lau, Director and Head of Corporate Secretarial Services |

To enhance the protection of privacy in relation to sensitive personal data of company directors, a new inspection regime has been, or is to be, implemented under the Hong Kong Companies Ordinance (Cap 622) (CO) in three phases from 2021 to 2023. While Phase 1 of the new inspection regime commenced on 23 August 2021, Phase 2 and 3 will be implemented on 24 October 2022 and 27 December 2023 respectively.

Pursuant to the new inspection regime under the CO, correspondence addresses instead of usual residential addresses (URAs) of directors and partial identification numbers (IDNs) instead of full IDNs of directors, company secretaries and other relevant persons would be made available on the Companies Register for public inspection. The URAs and full IDNs (Protected Information) would only be accessible by 'Specified persons' upon application. 
 

Timetable

Details of the phased implementation are as follows:

Phase 1  -  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 internal registers for public inspection.

Phase 2  -  From 24 October 2022

Protected Information on the Index of Directors on the Companies Register maintained by the Companies Registry (Registry) will be replaced with correspondence addresses and partial IDNs for public inspection. Protected Information contained in documents filed for registration after commencement of this phase will not be provided for public inspection. 'Specified persons' could apply to the Registry for access to Protected Information of directors and other persons. This applies to both Hong Kong incorporated companies and registered non-Hong Kong companies.

The address of the company's registered office (or the company's principal place of business in Hong Kong if the company is a registered non-Hong Kong company) will be regarded as the correspondence addresses of the directors unless a separate statutory form to report the director's correspondence address is filed with the Registry within 15 days (or within one month for registered non-Hong Kong company) after the commencement of Phase 2.

 Phase 3  -  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 before commencement of Phase 2 (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.


Revision of specified forms

To facilitate the implementation of Phase 2, the Registrar of Companies has revised 26 specified forms which pertain to the reporting of Protected Information for use starting from 24 October 2022. 

The major changes that are made to the specified forms include the revision of the relevant parts to facilitate the reporting of correspondence address of directors and partial identification numbers of directors, company secretaries and other individuals.  A 'PI-sheet' is also added to each relevant form for reporting Protected Information of each of those individuals.  Protected Information reported in the PI-sheet will not be made available on the Companies Register for public inspection, except for specified application to the Registrar made by 'Specified persons'. 


Who can apply to the Registry for access to the Protected Information contained in documents filed for registration after the commencement of Phase 2?

Section 12(1) of the Companies (Residential Addresses and Identification Numbers) Regulation (the Regulation) provides for a list of 'Specified persons' to whom Protected Information could be disclosed by the Registry on application under section 58(3) of the CO.

The 'Specified persons' include:

a. data subject
b. a person who is authorised in writing by a data subject to obtain the information
c. a member of the company
d. a liquidator
e. a trustee in bankruptcy
f. a public officer or public body
g. a person specified in the Schedule to the Regulation
h. a solicitor or foreign lawyer who practices law in a law firm
i. a certified public accountant (practising)
j. a financial institution or designated non-financial businesses and professions

For more information, please refer to the Regulation.
 

Can the correspondence address be a PO box?

No, post office box numbers are not acceptable. 


How is the partial IDNs to be displayed for public inspection?

➤ First part of the number must not be withheld

➤ If IDN comprises a sequence of an even number of alphanumeric characters - first half of the sequence must not be withheld

➤ If IDN comprises a sequence of an odd number of alphanumeric characters - the part that begins with the first character in the sequence and ends with the character that falls on the middle of the sequence must not be withheld

eg Hong Kong Identity Card number
     A123456(7) -> A123
     XA123456(7) -> XA123

     Passport number
     ABCD1234567 -> ABCD12
     ABCD12345678 -> ABCD12
     ABCD123456789 -> ABCD123
     ABC-123-4 -> ABC1
     #A1234567H(*) -> A1234

Key takeaways

➤ Upon full implementation of this new inspection regime, companies can protect the Protected Information of their directors and secretaries.

➤ As from 24 October 2022, the Registry will only accept the revised specified forms for registration.  Existing version of the specified forms concerned will no longer be accepted and will be returned to presentors.

➤ Protected Information contained in documents filed with the Registry before Phase 2 will remain on the records of the Registry until an application being made by data subject to the Registry to withhold the previous Protected Information from public search after commencement of Phase 3.

 

Read more from the source:
https://www.cr.gov.hk/en/legislation/nir/overview.htm

 

How can BDO help?

Our corporate secretarial team can help you to understand this new inspection regime and advise on the actions to be taken to ensure compliance.