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(I) Revision of Specified Forms
To facilitate the implementation of Phase 2, the Registrar of Companies has revised 26 specified forms which pertain to the reporting of Protected Information for use starting from the commencement date of Phase 2 (i.e. 24 October 2022).
26 specified forms are revised and can be found in Gazette Notices (G.N. 3130 and 3168) published on 24 June 2022. A list of the revised specified forms is also provided in the Companies Registry External Circular No. 1 / 2022.
All revised specified forms can be downloaded from the thematic section on “New Inspection Regime” on the Companies Registry’s website.
From 23 September 2022, a complete set of specified forms (including the revised forms) in CD-ROM, and hard copies of the individual revised forms will also be available for purchase at the Information Counter of the Companies Registry, 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong.
- Modification of the relevant fields for reporting correspondence address of directors and partial identification numbers of directors, company secretaries and any other individuals;
- Introduction of a “PI-sheet” to individual form for reporting Protected Information of each of those individuals. The PI-sheet will not be made available on the Companies Register for public inspection.
If the Annual Return is to be submitted to the Companies Registry on or before 23 October 2022, the current version of Form NAR1 (for local companies) / Form NN3 (for registered non-Hong Kong companies) should be used. Otherwise, only revised version of Form NAR1 / Form NN3 will be accepted for registration as from 24 October 2022 even though the annual return date is before 24 October 2022.
In the revised Form NAR1 / Form NN3, correspondence address instead of usual residential address of directors, and partial identification number instead of full identification number of directors, company secretaries and authorised representative (registered non-Hong Kong company only) will be reported.
(II) Filing requirements
Pursuant to section 115A(7) of Schedule 11 to the Companies Ordinance (Cap. 622), a company needs not, for compliance with section 645(4), deliver to the Registrar of Companies a Form ND2B –
- for entering in the company’s register of directors a correspondence address of a natural person director (including a reserve director) before 24 October 2022;
- for making any change to a natural person director’s correspondence address contained in the company’s register of directors before 24 October 2022; or
- because the address of the company’s registered office is regarded as a natural person director’s correspondence address under section 115A(6).
However, if the company entered a correspondence address of a natural person director into its register of directors immediately before 24 October 2022, and the correspondence address was not the address of the company’s registered office, the company must deliver a Form ND2B to the Registrar of Companies in relation to the director’s correspondence address within 15 days after the commencement of Phase 2 on 24 October 2022.
Yes. Pursuant to section 2A(1) in Part 2 of Schedule 11 to the Companies Ordinance (Cap. 622) (“CO”), the Registrar of Companies (“Registrar”) must, for the purposes of section 27, record the following address as the correspondence address of a director or reserve director of a company:-
- For existing local company / a local company formed and registered under CO before 24 October 2022 --- the address shown, immediately before 24 October 2022, on the Companies Register as the address of the company’s registered office;
- For non-Hong Kong company registered before 24 October 2022 --- the address shown, immediately before 24 October 2022, on the Companies Register as the address of the company’s principal place of business in Hong Kong.
Pursuant to sections 2A(4) and (5) in Part 2 of Schedule 11 to the CO, after the address is so recorded as the correspondence address of a director or reserve director of a company, the Registrar must update the entry of such correspondence address with :
- the latest address of the company’s registered office contained in the subsequent registered Form NR1 unless a Form ND2B in respect of a change of the director’s or reserve director’s correspondence address is delivered to and registered by the Registrar.
- the latest address of the company’s principal place of business in Hong Kong contained in the subsequent registered Form NN9 unless a Form NN7 in respect of a change of the director’s correspondence address is delivered to and registered by the Registrar.
No. The address of the authorised representative reported to the Registrar of Companies is not required to be a residential address.
Yes. The company can deliver a Form ND2B (for local companies) / Form NN7 (for registered non-Hong Kong companies) to report such change if the director wishes to use his residential address as his / her correspondence address. However, please be reminded that the residential address so reported as correspondence address will be included in the index of directors as correspondence address of the director and will be available for inspection by the public pursuant to sections 647(5) or 802(5) of the Companies Ordinance. In addition, the company must submit the PI-sheet with relevant form for registration even the director’s residential address is the same as his/her correspondence address.
No. A Form ND2B / Form NN7 is not required to be submitted unless there is a change in the identification numbers of the directors and company secretaries.
