As some members of the public have raised concerns about the new arrangement with respect to inspection of directors' personal information on the Companies Register, the Administration has submitted a paper on the proposed way forward to the Legislative Council Panel on Financial Affairs on 28 March 2013 (LC Paper No. CB(1)788/12-13(01)), whereas the Panel has subsequently discussed the matter at its meeting on 8 April 2013. Having regard to the discussion at that meeting and members' views, the Administration has accorded priority to the tasks necessary for commencing the new Companies Ordinance (Cap. 622) ("the new CO") as scheduled, and will consider matters relating to the new arrangement thereafter
The provisions relating to the restricted disclosure of residential addresses of directors and identification numbers of individuals as outlined below have not come into operation upon commencement of the new CO on 3 March 2014. There is no change to the regime in respect of inspection of information on directors.
- The new CO introduces a regime that seeks to strike a reasonable balance between protecting privacy and the need for public access to personal data. By January 2013, the personal data of over 1 million directors and former directors appear on the Companies Register.
- Pursuant to section 54 of the new CO, the usual residential address of a director and the full identification numbers of any person ("protected information") will not be made available for public inspection.
- For directors, the new CO requires the provision of correspondence addresses in addition to usual residential addresses. Only the directors' correspondence addresses will be shown on the Companies Register.
- Regarding the identification numbers ("ID numbers") of individuals, certain digits in the ID numbers will be masked and only partial ID numbers (for example, A123***(*)) will be shown on the Companies Register for public inspection.
- In view of the huge volume of existing records bearing usual residential addresses and ID numbers, section 49 of the new CO provides that the information already on the Companies Register will only be withheld from public inspection upon application and payment of a fee.
- If a usual residential address of an individual is withheld from public inspection, the correspondence address provided by the individual in lieu of the withheld address will be made available on the Companies Register for public inspection. As for ID number, part of it will remain available for public inspection.
- Pursuant to sections 55 and 56 of the new CO, in case communication with a director at the director's correspondence address is not effective, the Registrar of Companies ("the Registrar") may, after considering the representations of the director and the company concerned, put the director's usual residential address on the Companies Register as the director's correspondence address and thereby make it available for public inspection. The Registrar's decision of putting the director's usual residential address on the Companies Register will last for five years.
- Further, pursuant to sections 52 and 59, a creditor of the company concerned or any other person having a sufficient interest may have access to the withheld information or protected information by applying to the court for an order for disclosure by the Registrar of the withheld or protected information.
- It was proposed to be specified in the relevant subsidiary legislation to the new CO that only members of a company, public officers, public bodies, liquidators and other specified persons will be allowed access to the withheld information and protected information.
Relevant Provisions of the new CO
- Sections 47 to 59, Part 2