On 24 October 2022, Phase 2 of the New Inspection Regime will be launched by Hong Kong's Companies Registry.

What is this about?

Traditionally, all directors of Hong Kong companies had to record their home addresses and their full identification document numbers in both: (1) the register of directors (“ROD”) maintained by the Hong Kong company itself; and (2) at Hong Kong Companies Registry (“CR”) with all filings made relevant to that director.

All personal details filed at CR have been available for public inspection. On the other hand, the ROD is only available for inspection by certain classes of people, including shareholders and the auditors of the company.

With the wholesale redraft of the Companies Ordinance a decade ago, provisions were added which provided a degree of protection to the personal data of directors, in line with the enhanced data privacy regulations in Hong Kong. However, these provisions were only implemented in three phases commencing August 2021.

What is Phase 2?

Phase 2 is the second stage of the implementation of the new regime.

The key acronyms to understand the regime are the URA (usual residential address) and IDN (full identification number) of the director. As already mentioned, the URA and IDN of every director appears on the ROD of the company and on search particulars of that director at CR. These are now referred to as “Protected Information”.

At Phase 1, for RODs, if a director so elected, an inspection would just show the correspondence address (rather than URA) and the partial IDN of that director. All public information available at CR remained unchanged.

With Phase 2, the forms to be filed at CR will be amended so that a correspondence address and partial IDN can be filed and this would be shown on CR's records available for public inspections. “Specified persons” including shareholders of that company and individual lawyers and certified public accountants, can apply to CR to have access to the Protected Information.

What’s next?

Phase 2 only applies to information filed after the date that it is introduced. From late 2023, the final phase 3 will commence, which will allow directors to apply to CR to have historically filed documents showing their Protected Information excluded from public inspection, in a similar manner as for new filings under Phase 2.

 

For more information on the Hong Kong Companies' Inspection Regime and related matters in Hong Kong, please contact:-
Chris Lambert             | clambert@robertsonshk.com            |  +852 2861 8417
Kent To                       | kent_to@robertsonshk.com               |  +852 2861 8346

 

IMPORTANT: This article does not purport to contain all information which maybe material to the full compliance with the New Inspection Regime. You must not construe this article as legal, taxation or other advice. Companies which seek to ensure compliance with the New Inspection Regime should make independent decisions and consider engaging a professional legal adviser.