Hong Kong Companies Registry’s New Inspection Regime and Personal Data Protection (Phase 2)

In our previous article[1], we introduced the three phases of the new inspection regime under the Companies Ordinance of Hong Kong. Phase 1 was implemented on 23 August 2021. In this article, we will discuss Phase 2 which will come into effect on 24 October 2022.

New inspection regime

The Companies Register maintained by the Companies Registry contains personal information available for public inspection. Such personal information includes the usual residential addresses and full identification numbers of directors of companies, and full identification numbers of company secretaries and some other individuals such as liquidators and provisional liquidators (collectively, “Protected Information”).  Similar personal information is also required to be contained in the registers kept by companies.

To enhance protection of sensitive personal information, while keeping up the transparency and usefulness of the Companies Register, the new inspection regime is introduced in three phases.

Phase 1: From 23 August 2021, companies may replace usual residential addresses of directors with their correspondence addresses, and replace full identification numbers of directors and company secretaries with their partial identification numbers on their own registers for public inspection. This mainly concerns the Protected Information on the registers kept by companies.
Phase 2: From 24 October 2022, Protected Information on the Index of Directors on the Companies Register will be replaced with correspondence addresses and partial identification numbers for public inspection. Protected Information contained in documents filed for registration with the Companies Registry after such date will not be open to the public.
Phase 3: From 27 December 2023, data subjects could apply to the Companies Registry for protecting from public inspection their Protected Information contained in documents registered with the Companies Registry, and replace such information with their correspondence addresses and partial identification numbers.

Disclosure of Protected Information to Specified Persons

Notwithstanding commencement of Phase 2, the following designated types of persons (“Specified Persons”) can apply to the Companies Registry for access to Protected Information of directors and other persons of companies:

  • a data subject
  • a person who is authorized in writing by a data subject to obtain the information
  • a member of the company (e.g., a shareholder of a company limited by shares)
  • a liquidator
  • a trustee in bankruptcy
  • a public officer or public body
  • a person specified in the Schedule to the Companies (Residential Addresses and Identification Numbers) Regulation (Cap. 622N) as a scheduled person[2]
  • a solicitor or foreign lawyer who practices law in a Hong Kong law firm
  • a certified public accountant (practising)
  • a financial institution or designated non-financial businesses and professions

What do companies need to do?

In filing prescribed forms with the Companies Registry after 24 October 2022, a Hong Kong company still has to provide the Protected Information, but only the correspondence addresses and partial identification numbers will be available for public inspection. The company must also include the correspondence addresses of its natural person directors in its own register of directors.

For a local company and a non-Hong Kong company registered before 24 October 2022, the Companies Registry records the company’s principal place of business in Hong Kong as the correspondence address of its natural person directors. After the commencement of Phase 2, a director’s correspondence address will be updated if a separate form to report such address is filed with the Companies Registry.

Post office box numbers cannot be used as correspondence addresses of directors.

To facilitate the implementation of Phase 2, the Companies Registry has revised 26 specified forms for public use starting from 24 October 2022 in order to facilitate the reporting of correspondence addresses and identification numbers of officers and other relevant individuals. A “PI-sheet” is also added to each relevant form for reporting Protected Information which will not be made available for public inspection.

[1] https://www.eylaw.com.hk/en_hk/publications/our-latest-thinking/2021/aug/company-registry-new-inspection-regime

[2] https://www.cr.gov.hk/en/publications/docs/47-e.pdf