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First batch of subsidiary legislation under the new Companies Ordinance to be gazetted on Friday

The first batch of five pieces of subsidiary legislation for the implementation of the new Companies Ordinance will be gazetted this Friday (February 1).

The five pieces of subsidiary legislation are the Companies (Words and Expressions in Company Names) Order, the Companies (Disclosure of Company Name and Liability Status) Regulation, the Companies (Accounting Standards (Prescribed Body)) Regulation, the Companies (Directors' Report) Regulation and the Companies (Summary Financial Reports) Regulation. The Administration has issued a Legislative Council ("LegCo") Brief on the subsidiary legislation.

"Following the passage of the Companies Bill by LegCo in July last year, we commenced the preparation work for implementation of the new Ordinance, with a view to bringing the new Ordinance into operation in the first quarter of 2014," a spokesman for the Financial Services and the Treasury Bureau said.

The spokesman noted: "In the coming six months, we will make subsidiary legislation on relevant administrative, technical and procedural matters. As we briefed the Panel on Financial Affairs of LegCo on January 7, we aim to table the subsidiary legislation in batches to facilitate scrutiny by members."

"For the five pieces of subsidiary legislation under the first batch to be gazetted this Friday, they set out the relevant requirements concerning company names, financial reporting and directors' reports and related matters. This batch does not include any subsidiary legislation relating to the inspection of the Companies Register under the new Companies Ordinance."

The new arrangement concerning the inspection of the Companies Register under the new Companies Ordinance was introduced having regard to the views gathered from a public consultation exercise conducted in 2009-2010, in order to satisfy the public need to access information on one hand and protect the privacy of over one million existing and former directors on the other. The Administration seeks to strike a reasonable balance between these two aspects.

Under the new arrangement, members of the public may inspect the correspondence address and part of the identification number of a director on the Companies Register. Together with the name of the director, the information would facilitate the person inspecting the Companies Register to verify the identity of the director concerned.

The Administration notes that the media has recently expressed views over the new arrangement, and that the Privacy Commissioner for Personal Data has indicated his support for enhancing the protection of personal data on the Companies Register through measures to improve the inspection regime.

We are consulting the Commissioner on the preparation of the relevant subsidiary legislation. We will continue to gauge public views on the way forward and follow up the matter with LegCo. For the subsidiary legislation relating to this new arrangement, it is planned to be tabled for scrutiny by LegCo in May this year. The five pieces of subsidiary legislation under the first batch, which will be gazetted this Friday, do not contain any provisions relating to the new arrangement for inspection of the Companies Register.

The new Companies Ordinance, which was passed by LegCo on July 12, 2012, provides a modernised legal framework for the incorporation and operation of companies in Hong Kong. Its objectives are to enhance corporate governance, improve regulation, facilitate business and modernise the law with a view to strengthening Hong Kong's competitiveness as a corporate domicile and enhancing its status as a major international commercial and financial centre.

The Government conducted public consultation on the subsidiary legislation for the implementation of the new Companies Ordinance in the fourth quarter of 2012. The submissions received by the end of 2012 have been uploaded to the website of the Financial Services and the Treasury Bureau (www.fstb.gov.hk/fsb/co_rewrite).

In making the five pieces of subsidiary legislation to be gazetted this Friday, the Government has taken into account the comments received during the public consultation exercises. The Government will consider the views of the public when making the remaining pieces of subsidiary legislation.

The five pieces of subsidiary legislation under the first batch are made by the Financial Secretary. They will be tabled in LegCo on February 6 and be subject to negative vetting procedures. The other subsidiary legislation is planned to be tabled in LegCo in two batches in March and May this year respectively.

The subsidiary legislation will be brought into operation together with the new Companies Ordinance.