On 16 August 2021, the Companies Registry (“CR”) published external circular no.1/2021 regarding the commencement of a new inspection regime of the Companies Register (“New Inspection Regime”) under the Companies Ordinance (Cap.622) (“CO”) on 23 August 2021.
From 23 August 2021, companies may withhold from public (and member) inspection the usual residential addresses (“URAs”) of directors and full identification numbers (“IDNs”) of directors and company secretaries (“Protected Information”) as contained in the registers of directors (“ROD”) and registers of company secretaries maintained by the companies.
Under the commencement of Phase 1, for a Hong Kong company, there is a requirement to include, in addition to the URAs that have already been required, the particulars of the correspondence address of the directors into the ROD, and such address must not be a post office box number. The correspondence addresses of the directors need not to be incorporated into the ROD before the next specified annual return date. If there is a searcher prior thereto, the registered office address can be entered as the correspondence address of a director. However, before the next annual return date, if there is a new entry into the ROD, or a change by an existing director of the particulars within the ROD, the correspondence address of the director should be included in the ROD.
Company secretaries should consider:
- asking directors for the is updated correspondence addresses, and inform the directors that these need to be filed into the ROD and eventually the CR;
- update the ROD with a correspondence address and partial IDNs of directors; and
- update the register of company secretaries with partial IDNs.
Background
Currently, the Companies Register (the “Register”) maintained by the CR contains personal information available for public (and members) inspection. Such personal information includes, among other data, the URAs and full 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 maintained by companies which are open for public (and members) inspection.
Pursuant to the relevant provisions of the CO concerning the New Inspection Regime which were passed by the Legislative Council in July 2012 but had not fully commenced, correspondence addresses instead of URAs of directors, and partial IDNs instead of full IDNs of directors, company secretaries and other relevant persons, were to be made available on the Register for public inspection. The Protected Information was only to be accessible by specified persons upon application. Similarly, companies may withhold from public (and members) inspection the Protected Information on the registers they have maintained.
The “specified persons” include –
- any 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 Regulation;
- 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.
For more information, please refer to the Companies (Residential Addresses and Identification Numbers) Regulation (Cap. 622N) and Companies Registry External Circular No. 1 / 2021.
Companies wishing to ensure compliance with regulations such as the above should consider engaging a professional corporate governance advisor, such as Hauzen Services Limited.
Contact us today for advice on your obligation under CO in respect of New Inspection Regime.