COMMENCEMENT OF NEW INSPECTION REGIME – PHASE 1

COMPANY SECRETARIAL

Further the new inspection regime for the Company Register gazette in July. Yet, Phase 1 of a new inspection regime of the Companies Register under the Companies Ordinance (Cap. 622) commenced on 23 August 2021.

From 23 August 2021, companies may withhold from public inspection the usual residential addresses of directors and full identification numbers (“IDNs”) of directors. Moreover, company secretaries as contained in the registers of directors and registers of company secretaries kept by the companies. Nevertheless, companies are to make available for public inspection on their own registers correspondence addresses of directors and partial IDNs of directors and company secretaries.

FAQ about Phase 1

1/ Firstly, what is the restriction about the corresponding address?

In accordance with section 643(1)(a)(ii), (2)(b) or (3)(b) (it relates to a correspondence address). And section 643(5) of the CO. On the whole, a company’s register of directors are required to contain a correspondence address of its director or reserve director who is a natural person (“specified director”) and such address must NOT be a post office box number.

2/ Following, are there any transitional arrangements in relation to compliance with the requirement under section 643(1)(a)(ii), (2)(b) or (3)(b) upon the commencement of Phase 1 of the New Inspection Regime?

Yes, there are transitional arrangements. The arrangements as below:

(A) The register of directors of a company need not contain a specified director’s correspondence address before the company’s first annual return date on or after the commencement date of Phase 2 of the New Inspection Regime, unless –

(i) the particulars of the specified director are first entered in the register of directors on or after the commencement date of Phase 2; or

(ii) any change is made to the particulars of the specified director contained in the register of directors on or after the commencement date of Phase 2.

(B) The address of the company’s registered office is to be regarded as the correspondence address of the specified director until whichever is the earlier of the following –

(i) the date on which the company enters the specified director’s correspondence address in its register of directors;

(ii) the company’s first annual return date on or after the commencement date of Phase 2.

 

(C) Before the commencement of Phase 2, a company does not need to deliver to the Registrar of Companies (“the Registrar”) a notice under section 645(4) of the CO for –

(i) entering in the company’s register of directors a correspondence address of a specified director; or

(ii) making any change to a specified director’s correspondence address contained in the company’s register of directors.

(D) In additional to this, if, immediately before the commencement of Phase 2, a specified director’s correspondence address was contained in the company’s register of directors and such address was not the address of the company’s registered office. Thus the company is required to deliver to the Registrar a notice under section 645(4) in relation to the specified director’s correspondence address within 15 days after the commencement of Phase 2.

3/ Conversely, can I withhold my company information from the public inspection?

Yes, pursuant to sections 644 and 651 of the CO, a company may withhold from public inspection the URAs of specified directors and full IDNs of specified directors and company secretaries as contained in its register of directors and register of company secretaries. 

4/ Lastly, can I withhold my full Identity number?

No, the Company Records (Inspection and Provision of Copies) (Amendment) Regulation 2021 provides that in respect of IDNs, the first part of the number must not be withheld. In summary, a reference to the first part of the number is a reference to

(a) The IDN comprises a sequence of an even number of alphanumeric characters, the first half of the sequence must be shown; or

(b) The IDN comprises a sequence of an odd number of alphanumeric characters, the part that begins with the first character in the sequence and ends with the character that falls on the middle of the sequence must be shown.

5/ Can I have the examples of first part of the IDN?

To sum up, the examples are as below: 

Hong Kong Identity Card Number

Full Number First part of the Number
A123456(7) A123
XA123456(7) XA123

Passport Number

Full Number First part of the Number
ABCD1234567 ABCD12
ABCD12345678 ABCD12
ABCD123456789 ABCD123
ABC-123-4 ABC1
#A1234567H(*) A1234

For further information, please contact us.

 

You may want to read: NEW INSPECTION REGIME FOR THE COMPANIES REGISTER

 

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