CentreO Blog

Further the new inspection regime for the Company Register gazette in July. Yet, Phase 1 of a new inspection regime of the Companies Register under the Companies Ordinance (Cap. 622) commenced on 23 August 2021.

From 23 August 2021, companies may withhold from public inspection the usual residential addresses of directors and full identification numbers (“IDNs”) of directors. Moreover, company secretaries as contained in the registers of directors and registers of company secretaries kept by the companies. Nevertheless, companies are to make available for public inspection on their own registers correspondence addresses of directors and partial IDNs of directors and company secretaries.

FAQ about Phase 1

1/ Firstly, what is the restriction about the corresponding address?

In accordance with section 643(1)(a)(ii), (2)(b) or (3)(b) (it relates to a correspondence address). And section 643(5) of the CO. On the whole, a company’s register of directors are required to contain a correspondence address of its director or reserve director who is a natural person (“specified director”) and such address must NOT be a post office box number.

2/ Following, are there any transitional arrangements in relation to compliance with the requirement under section 643(1)(a)(ii), (2)(b) or (3)(b) upon the commencement of Phase 1 of the New Inspection Regime?

Yes, there are transitional arrangements. The arrangements as below:

(A) The register of directors of a company need not contain a specified director’s correspondence address before the company’s first annual return date on or after the commencement date of Phase 2 of the New Inspection Regime, unless –

(i) the particulars of the specified director are first entered in the register of directors on or after the commencement date of Phase 2; or

(ii) any change is made to the particulars of the specified director contained in the register of directors on or after the commencement date of Phase 2.

(B) The address of the company’s registered office is to be regarded as the correspondence address of the specified director until whichever is the earlier of the following –

(i) the date on which the company enters the specified director’s correspondence address in its register of directors;

(ii) the company’s first annual return date on or after the commencement date of Phase 2.

 

(C) Before the commencement of Phase 2, a company does not need to deliver to the Registrar of Companies (“the Registrar”) a notice under section 645(4) of the CO for –

(i) entering in the company’s register of directors a correspondence address of a specified director; or

(ii) making any change to a specified director’s correspondence address contained in the company’s register of directors.

(D) In additional to this, if, immediately before the commencement of Phase 2, a specified director’s correspondence address was contained in the company’s register of directors and such address was not the address of the company’s registered office. Thus the company is required to deliver to the Registrar a notice under section 645(4) in relation to the specified director’s correspondence address within 15 days after the commencement of Phase 2.

3/ Conversely, can I withhold my company information from the public inspection?

Yes, pursuant to sections 644 and 651 of the CO, a company may withhold from public inspection the URAs of specified directors and full IDNs of specified directors and company secretaries as contained in its register of directors and register of company secretaries. 

4/ Lastly, can I withhold my full Identity number?

No, the Company Records (Inspection and Provision of Copies) (Amendment) Regulation 2021 provides that in respect of IDNs, the first part of the number must not be withheld. In summary, a reference to the first part of the number is a reference to

(a) The IDN comprises a sequence of an even number of alphanumeric characters, the first half of the sequence must be shown; or

(b) The 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 be shown.

5/ Can I have the examples of first part of the IDN?

To sum up, the examples are as below: 

Hong Kong Identity Card Number

Full Number	First part of the Number
A123456(7)	A123
XA123456(7)	XA123

Passport Number

Full Number	First part of the Number
ABCD1234567	ABCD12
ABCD12345678	ABCD12
ABCD123456789	ABCD123
ABC-123-4	ABC1
#A1234567H(*)	A1234

For further information, please contact us.

 

You may want to read: NEW INSPECTION REGIME FOR THE COMPANIES REGISTER

 

Even though e-Registry or electronic submission became prevailing trend. Still some people will file hardcopies of document to Company Registry. If you are one of those, you should keep an eye on the paper standard and requirement. 

What is the Paper Standard and Requirement?

• Plain, white, medium weight A4 paper with matt surface. That is, grammage not less than 76gsm and 201mm x 297mm size
• The text must be printed or typed clearly and legibly on paper in portrait format in permanent black ink with uniform density. Font size at least size 10.
• Paper Setting:
  • Content Page Margin: 5 mm on all sides of each content page
  • First Page Margin: at least 35mm & 50mm on top and bottom margin respectively.
• Document comprises with 2 or more sheets should fastened together securely at the top left corner.
• Duplex printing is acceptable. Information on the second page of a document should print on the reverse side of the first page.
• For separately bound shareholders’ list, you can print the list out on lined paper and paper size is larger than A4. You can use 24-pin type dot matrix printer using the enhanced mode.

For further information, please contact us. 

You may want to read: ACCEPTABLE OFFICIAL DOCUMENT FORMAT IN HONG KONG

The Government gazetted updates to the Companies Ordinance introducing the new address inspection regime for the Companies Register. In addition to this, the new subsidiary legislation will be launched in 3 phases.

Correspondence Address Replace Residential Address

The subsidiary legislations stipulate that the Companies Registry (CR)’s Companies Register is to make available for public inspection. Hence, directors’ correspondence addresses will replace of their usual residential addresses (URAs). Nevertheless, partial identification numbers (IDNs) of directors, company secretaries and other relevant people in place of full IDNs. 

Reasons for the New Legislation?

In view of rising community concern over whether personal information contained in public registers is adequately protected. The Government considers it appropriate to implement the new inspection regime under the Companies Ordinance now. In order to enhance personal information while ensuring that the public can continue inspecting the register. 

Who can access the information? 

Under the new regime, specified people may access URAs and full IDNs which are categorised as protected information. 

Specified people include data subjects and those they authorise. In general, the company’s members; public officers, public bodies and people or organisations who need to use protected information for executing statutory functions; lawyers practising in law firms and practising accountants; banks; and financial institutions and designated non-financial businesses and professions regulated under the Anti-Money Laundering & Counter-Terrorist Financing Ordinance. 

The new inspection regime will run in 3 Phases

Phase 1: Starting on 23^rd August, 2021

The companies may replace directors’ URAs with their correspondence addresses, and directors’ and company secretaries’ full IDNs with their partial IDNs on their registers for public inspection.

Phase 2: Starting on 24^th October, 2022

Particularly, protected information on the index of directors on the register will be replaced with correspondence addresses and partial IDNs for public inspection. Especially protected information contained in documents filed for registration after the commencement of this phase will not be provided for public inspection. However, specified people may apply to the CR for accessing protected information. 

Phase 3: Starting on 27^th December, 2023

Data subjects may apply to the CR for protecting their protected information from public inspection contained in documents already registered with the CR before the commencement of phase two, and replace such information with correspondence addresses and partial IDNs. Specified people may apply to the CR for accessing protected information. 

Still, the new provisions on public inspection of information in under gazette. 

For further information, please contact us.

You may want to read: 4 MAIN REGISTERS AT THE HONG KONG COMPANY REGISTRY