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Protecting Your Personal Data by Utilizing Hong Kong’s New Inspection Regime

To further modernize Hong Kong’s company law and the city’s status as a major international business and financial hub, a new Companies Ordinance (Cap. 622) (“the new CO”) replaced the previous Companies Ordinance (Cap. 32) on 3 March 2014. The new CO provides a modernized legal framework for setting up and operating companies in Hong Kong, enhancing better corporate governance and regulations for Hong Kong.

The new CO introduces a regime that seeks to strike a reasonable balance between protecting the privacy and the need for public access to personal data. However, the provisions relating to the restricted disclosure of usual residential addresses (“URA”) of directors and identification numbers (“IDN”) of individuals had not come into full operation when the new CO was enacted in 2014. Currently, any member of the public can obtain information regarding the residential addresses and personal identification numbers (“Protected Information”) of directors and company secretaries of Hong Kong-registered companies on the register of the Companies Registry (“CR”). 

MOVING FORWARD WITH THE NEW INSPECTION REGIME

As public awareness of the need to protect personal data increases, on 16 August 2021, Hong Kong has finally moved forward with the commencement of the New Inspection Regime. Pursuant to the relevant provisions of the CO concerning the New Inspection Regime:

Only correspondence addresses of directors and company secretaries and partial IDN of directors, company secretaries and other relevant individuals will be shown in the Register for public inspection for documents filed after commencement of the new inspection regime;

The URA and full IDN of the individuals (“Protected Information”) will only be made accessible to specified persons upon application. The court may disclose such information if it considers appropriate, and the CR may disclose the URA if it cannot effectively communicate with the director using the correspondence address provided;

Individuals whose Protected Information is contained in documents registered with the CR before the commencement of the new inspection regime can apply to the CR for withholding such information from inspection; and

A company may withhold Protected Information contained in its own registers from public inspection.

PHASED IMPLEMENTATION

Due to the necessity to upgrade the information system of the CR, the New Inspection Regime will be implemented in 3 phases. Under the new regime, it is estimated that the CR will have to process about 1.7 million new documents containing Protected Information every year and will also have to make available about 40 million documents containing Protected Information already registered with the CR for people to apply for masking their Protected Information.

Phase 1:

From 23 August 2021, companies may replace URAs of directors with their correspondence addresses and replace full IDNs of directors and company secretaries with their partial IDNs on their own registers for public inspection.

Phase 2

From 24 October 2022, Protected Information on the Index of Directors on the Register will be replaced with correspondence addresses and partial IDNs for public inspection. Protected information contained in documents filed for registration after the commencement of this phase will not be provided for public inspection. “Specified persons” could apply to the Registry for access to Protected Information of directors and other persons.

Phase 3

From 27 December 2023, data subjects could apply to the Registry for protecting from public inspection their Protected Information contained in documents registered with the Registry (“Withheld Information”) and replace such information with their correspondence addresses and partial IDNs. “Specified persons” could apply to the Registry for access to Withheld Information of directors and other persons.

TRANSITIONAL ARRANGEMENTS

With Phase 1 of the new inspection regime enacted, these are the transitional arrangements for Hong Kong-registered companies:

  • The register of directors of a company need not contain the correspondence address of its director or reserve director who is a natural person (“specified director “) before the company’s first annual return date on or after the commencement date of Phase 2 of the New Inspection Regime, unless –
    • the particulars of the specified director are first entered in the register of directors on or after the commencement date of Phase 2; or
    • 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.
  • 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 –
    • the date on which the company enters the specified director’s correspondence address in its register of directors;
    • the company’s first annual return date on or after the commencement date of Phase 2.
  • 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 –
    • entering in the company’s register of directors a correspondence address of a specified director; or
    • making any change to a specified director’s correspondence address contained in the company’s register of directors.
    • However, 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, 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.

EXAMPLES OF PARTIAL IDNs

If the IDN comprises a sequence of an even number of alphanumeric characters, the first half of the sequence must not be withheld. If the IDN contains 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 in the middle of the sequence must not be withheld.

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

For further understanding and discussion on utilizing the new inspection regime to protect your personal information better, please feel free to contact our Corporate Secretarial Services Team at cosec@cwhkcpa.com.

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