New Inspection Regime

Pursuant to the new inspection regime under the Companies Ordinance (Cap. 622) (“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.  Similarly, companies may withhold from public inspection the URAs and full IDNs (except the first part) on the registers they kept.

The new inspection regime is implemented in three phases.  Details of the phased implementation are as follows –

1. Phase 1
   From 23 August 2021, companies may replace usual residential addresses (“URAs”) of directors with their correspondence addresses, and replace full identification numbers (“IDNs”) of directors and company secretaries with their partial IDNs on their own registers for public inspection;
   

2. Phase 2
   

   From 24 October 2022, URAs and full IDNs (“Protected Information”) on the Index of Directors on the Companies 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 provided for public inspection.  “Specified persons” could apply to the Companies Registry (“CR”) for access to Protected Information of directors and other persons; and

3. Phase 3
   

   From 27 December 2023, data subjects could apply to CR for protecting from public inspection their Protected Information contained in documents registered with CR (“Withheld Information”), and replace such information with their correspondence addresses and partial IDNs.  “Specified persons” could apply to CR for access to Withheld Information of directors and other persons.

Upon the commencement of Phase 1, in accordance with section 643(1)(a)(ii), (2)(b) or (3)(b) (in so far as it relates to a correspondence address) and section 643(5) of the Companies Ordinance (Cap. 622) (“CO”), a company’s register of directors is required to contain a correspondence address of its director (including reserve director) who is a natural person and such address must not be a post office box number.

Section 115A of Schedule 11 to the CO provides for the transitional arrangements in relation to compliance with the requirement under section 643(1)(a)(ii), (2)(b) or (3)(b).  It is provided that the register of directors need not contain a director’s correspondence address before the company’s first annual return date on or after the commencement date of Phase 2, unless –

1. the particulars of the director are first entered in the register of directors on or after the commencement date of Phase 2; or
2. any change is made to the particulars of the director contained in the register of directors on or after the commencement date of Phase 2.

In case of (a) above, the register of directors must contain the director’s correspondence address beginning on the date on which the particulars are first entered in the register.

In case of (b) above, the register of directors must contain the director’s correspondence address beginning on the date on which the change is made.

Section 115A(7) of Schedule 11 to the Companies Ordinance (Cap. 622) (“CO”) provides that, before the commencement of Phase 2, a company does not need to deliver to the Registrar of Companies (“Registrar”) a notice under section 645(4) of the CO for –

1. entering in the company’s register of directors a correspondence address of a director (including a reserve director); or
2. making any change to a director’s correspondence address contained in the company’s register of directors.

However, pursuant to section 115A(8) of Schedule 11 to the CO, if, immediately before the commencement of Phase 2 –

1. a director’s correspondence address was contained in the company’s register of directors; and
2. the address was not the address of the company’s registered office,

the company is required to deliver to the Registrar a notice under section 645(4) of the CO in relation to the director’s correspondence address within 15 days after the commencement of Phase 2.

If the number of an identity card or a passport (“IDN”) comprises a sequence of an even number of alphanumeric characters, the first half of the sequence must be made available for public inspection.

If 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 made available for public inspection.

Some examples of the first part of the IDNs are provided below.

Hong Kong Identity Card Number

Passport Number 

According to section 115A(6) of Schedule 11 to the Companies Ordinance (Cap. 622), the address of the company’s registered office is to be regarded as the correspondence address of a director (including a reserve director) until whichever is the earlier of the following –

1. the date on which the company enters the director’s correspondence address in the register of directors;
2. the first annual return date of the company on or after the commencement date 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 Registrar on application under section 58(3) of the Companies Ordinance (Cap. 622).

The “specified persons” include –

1.  data subject;
2. a person who is authorized in writing by a data subject to obtain the information;
3. a member of the company;
4. a liquidator;
5. a trustee in bankruptcy;
6. a public officer or public body;
7. a person specified in the Schedule to the Regulation;
8. a solicitor or foreign lawyer who practises law in a law firm;
9. a certified public accountant (practising);
10. 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).

In the exceptionally rare circumstances of different directors having identical full name and partial identification number (“IDN”) under the new inspection regime, the enhanced Integrated Companies Registry Information System (“ICRIS”) will provide additional digit(s) of the IDNs.  For example, in cases where Hong Kong Identity Card (“HKID”) number is involved, if two directors have the same Chinese and English name, and same partial HKID number, namely the alphabet(s) and the first three digits, say “A123”, the ICRIS will show an additional digit out of any one of the three remaining redacted digits, so that the searcher will be able to see in the search results that the two directors are different individuals.

The same approach will be adopted in handling searches where other personal identification document numbers are involved.  Given the number of other personal identification documents may contain more digits than a HKID number, the ICRIS will be able to show one or two additional digits out of any of the remaining redacted digits in the document number for the searcher to identify the two different individuals involved.

Upon implementation of the new inspection regime, the enhanced Integrated Companies Registry Information System will be able to identify the records of directors having the same full identification number but with different formats of names kept on the Companies Register (e.g. one name with English name and another without), and will group these matched records for display in a consolidated manner by assigning the same group number to them for searchers to identify records of the same director more easily despite the difference in patterns of the names of the director concerned.