A new inspection regime for personal information on the Companies Register under the Companies Ordinance (Cap. 622) (“CO”) is being implemented in three phases, on 23 August 2021, 24 October 2022 and 27 December 2023 respectively.
The changes aim to enhance protection of sensitive personal information while keeping up the transparency and usefulness of the Companies Register by allowing the public to continue inspecting the Companies Register for legitimate purposes.
Under the new inspection regime, 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 Register for public inspection.
URAs and full IDNs (“Protected Information”) will only be accessible by “specified persons” (please refer to below definition) upon application. Similarly, companies may withhold from public inspection the Protected Information on the registers they have kept.
Details of the implementation are as below:-
Phase 1 – starting 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.
Phase 2 – starting 24 October 2022
Protected Information on the Index of Directors on the Register 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 available for public inspection. “Specified persons” can apply to the Registry for access to Protected Information of directors and other persons.
The register of directors of a local company must contain the correspondence addresses of all natural person directors (including reserve directors) before its first annual return date on or after the commencement of Phase 2 on 24 October 2022.
The registered office address of Hong Kong companies (or principal place of business in Hong Kong for registered non-Hong Kong companies) 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 companies) after the commencement of Phase 2.
Pursuant to sections 641(2) of the CO, a company must enter in the register of directors the required particulars specified in sections 643 of the CO, including the correspondence addresses. Failing this, the company and every responsible person of the company commits an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Phase 3 – starting 27 December 2023
Data subjects (i.e. persons providing personal data) can apply to the Registry to protect their Protected Information from public inspection (“Withheld Information”). They can seek to replace such information with their correspondence addresses and partial IDNs. “Specified persons” can apply to the Registry for access to Withheld Information of directors and other persons.
Revised specified forms for registration
As from 24 October 2022 (Phase 2), the Companies Registry will only accept the revised forms for registration. Existing versions of the specified forms will no longer be accepted and will be returned to presentors.
Disclosure of Protected Information to “Specified Persons” on Application
The Registrar of Companies may, on application made for the purposes of section 58(3) of the CO, disclose Protected Information to the following persons for the purpose of the performance of their functions specified in section 12 of the Companies (Residential Addresses and Identification Numbers) Regulation (Cap. 622N):
(a) a data subject;
(b) a person who is authorized 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;
(i) a certified public accountant (practising);
(j) a financial institution or Designated Non-Financial Business and Profession (DNFBP).
Hauzen LLP is a Hong Kong solicitor’s firm and is therefore a Specified Person for the above purposes.
Hauzen Services Limited is a TCSP licensee which can provide company secretarial services and ensure the companies are in compliance with the laws and regulations. Hauzen Services Limited is currently applying for opening of special account for obtaining protected information on the Companies Register maintained by the Companies Registry.