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(I) Phase 2
Under Phase 2 of the new inspection regime, usual residential addresses and full identification numbers (“Protected Information”) on the Index of Directors on the Companies Register are replaced with correspondence addresses and partial identification numbers for public inspection. Protected Information contained in documents filed for registration after commencement of this phase is not provided for public inspection. “Specified persons” could apply to the Companies Registry for access to Protected Information of directors and other persons.
The Companies Ordinance (Commencement) (No.2) Notice 2021 stipulates 24 October 2022 as the commencement date of Phase 2.
A local company shall ensure that its register of directors will contain the correspondence address of its natural person director(s). Even with the transitional arrangement provided under section 115A of Schedule 11 to the Companies Ordinance (Cap. 622) (“CO”), its register of directors must contain the correspondence address of all natural person director(s) (including reserve director) before its first annual return date on or after the commencement date of Phase 2 on 24 October 2022.
In addition, if a local company entered a correspondence address of a director into its register of directors after commencement of Phase 1 on 23 August 2021, and the address was not the address of the company’s registered office, the company is required to 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.
For more details, please refer to the Frequently Asked Questions on “Filing Requirements” under Phase 2.
In addition, if a local company entered a correspondence address of a director into its register of directors after commencement of Phase 1 on 23 August 2021, and the address was not the address of the company’s registered office, the company is required to 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.
For more details, please refer to the Frequently Asked Questions on “Filing Requirements” under Phase 2.
Pursuant to sections 641(2) of the Companies Ordinance, a company must enter in the register of directors the required particulars specified in sections 643 which include the correspondence addresses, failing which the company, and every responsible person of the company commit 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.
For a non-Hong Kong company registered before 24 October 2022, the Registrar of Companies (“Registrar”) must record the address of the company’s principal place of business in Hong Kong, which is shown on the Companies Register immediately before 24 October 2022, as the correspondence address of its natural person director(s) pursuant to the Companies Ordinance (Cap. 622) (“CO”). After the address is so recorded as the correspondence address of natural person director(s) of the company, the Registrar must update the entry of such correspondence address with 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.
As such, if a natural person director of a registered non-Hong Kong would like to use an address other than the address of the company’s principal place of business in Hong Kong as his / her correspondence address, the company should deliver a Form NN7 to report such correspondence address of the director.
As such, if a natural person director of a registered non-Hong Kong would like to use an address other than the address of the company’s principal place of business in Hong Kong as his / her correspondence address, the company should deliver a Form NN7 to report such correspondence address of the director.
In the 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 in the display of results of the Director-based Director Index Search.
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 identify 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 such as passport numbers are involved.
The enhanced Integrated Companies Registry Information System is 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). These matched records will then be grouped for display in the result of a Director-based Directors Index Search in a consolidated manner with the same assigned group number for searchers to identify records of the same director more easily despite the difference in patterns of the names of the director concerned.
(II) Phase 3
Starting from the commencement of Phase 3 of the New Inspection Regime (“NIR”), the Registrar of Companies (“the Registrar”) may, on application by a data subject pursuant to section 49(1) of the Companies Ordinance (Cap. 622) (“CO”), withhold from public inspection the usual residential address (if applicable), or the full identification number of the applicant (“Withheld Information”) contained in a document delivered to the Registrar for registration before, on or after the commencement date of Phase 3 of the NIR under the CO, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) or the Companies Ordinance (Cap. 32) as in force from time to time before the commencement of the CO.
An application for withholding the usual residential address from public inspection may be made only by a director, reserve director or company secretary, or a former director, reserve director or company secretary of a company. If the application is approved, the Registrar will instead make available for public inspection an address contained in the application as the applicant’s correspondence address. On the other hand, the application for withholding the full identification number from public inspection can be made by the data subject.
Besides, the Registrar may also, on application made for the purposes of section 51(3) of the CO, disclose Withheld Information to the persons specified in section 8 of the Companies (Residential Addresses and Identification Numbers) Regulation for the purpose of the performance of their functions.
An application for withholding the usual residential address from public inspection may be made only by a director, reserve director or company secretary, or a former director, reserve director or company secretary of a company. If the application is approved, the Registrar will instead make available for public inspection an address contained in the application as the applicant’s correspondence address. On the other hand, the application for withholding the full identification number from public inspection can be made by the data subject.
Besides, the Registrar may also, on application made for the purposes of section 51(3) of the CO, disclose Withheld Information to the persons specified in section 8 of the Companies (Residential Addresses and Identification Numbers) Regulation for the purpose of the performance of their functions.
The Companies Ordinance (Commencement) (No. 3) Notice 2021 stipulates 27 December 2023 as the commencement date of Phase 3.
