Phase 2 of the new inspection regime of the register of the Companies Registry (“Register“) will come into effect from 24 October 2022, allowing Hong Kong companies to, among others, limit disclosure to the public certain personal information of their directors and secretaries (“New Inspection Regime“).
We refer to our previous alert which sets out the background and proposed timetable for implementation of all three phases of the New Inspection Regime.
Key changes in Phase 2
Under Phase 2 of the New Inspection Regime, the usual residential address and full identification number (IDN) of directors and company secretaries (“Protected Information“) will be replaced with the correspondence address (CA) and partial IDNs. Protected Information contained in documents filed for registration on or after 24 October 2022 will not be available for public inspection although Specified Persons (as defined below) may apply to access the Protected Information.
What does this mean for companies?
From 24 October 2022, new specified forms will be required to report the CA and partial IDNs of directors, company secretaries and other individuals. A PI-sheet is added to each relevant form for reporting Protected Information of each of those individuals which will not be provided for public inspection. As from 24 October 2022, the Companies Registry will only accept the revised specified forms for registration.
If a director is using a CA that is different from the company’s registered offices address (or the principal place of business in Hong Kong if the company is a registered non-Hong Kong company), a separate form to report the director’s CA will need to be filed with the Registry within 15 days (or within one month for a registered non-Hong Kong company) after the commencement of Phase 2.
Companies who have not already done so in Phase 1, should now ensure that the CA of directors and secretaries is included in their own registers.
How can Protected Information be accessed after Phase 2 commences?
Only Specified Persons can apply for disclosure of Protected Information on the Register to facilitate the conduct of certain functions in relation to statutory procedures, law enforcement and customer due diligence of financial and business transactions. “Specified Persons” generally include:
- Data subject or a person authorized by the data subject, i.e., the director or secretary in question
- A member of the company
- Designated non-financial businesses and professions regulated under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap 615)
Specified Persons are required to make a statement to confirm the purpose of obtaining the Protected Information which will only be used for that specific purpose.
As a Specified Person, our firm are happy to assist clients to obtain a Protected Information Report on selected data subjects whenever needed.
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For further information and to discuss what this development might mean for you and steps to be taken, please get in touch with our lawyers set out under the “Contact Information” or your usual Baker McKenzie contact. We are happy to advise on the actions to be taken in light of this new regime.
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See the Chinese version here.