Protected Information (HK Company)

Implementation of Protected Information

Detailed legislation and sub-legislation

• Companies Ordinance [read]
• Companies (Residential Addresses and Identification Numbers) Regulation [read]

Comparing Scope of Protection with Singapore Companies Act [read]

 

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Implementation of the Protected Information under Companies Ordinance (Cap 622)

	Phase I * commences on 2021.08.23	Phase II commences on 2022.10.24	Phase III Commences on 2023.12. 27
Scope of application	Applies?	Applies?	Applies?
HK incorporated companies	Yes	Yes	Yes
Registered overseas companies - Part 16	No	No	Yes
Protected Information	Withheld?	Withheld?	Withheld?
Index kept by the C.R.	No	Yes	Yes
Usual residential addresses (URA's) and Identity card numbers (IDNs)	No	Yes	Yes
Underlying docs filed AFTER the commencement of Phase II	N/A	Yes	Yes
Underlying docs filed BEFORE the commencement of Phase II	No	No	Yes

 

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Scope of Protected Information (Section 53 - Interpretation)

		Directors	Company Secretaries
Usual residential addresses (URAs)		Yes	N/A
Full identification number (IDNs)		Yes	Yes

 

New information

• Directors can use both the URA and the correspondence address (CA).

 

Applicants

• The director, reserve director, or company secretary can apply to withhold the URAs of his/hers.
• Any person can apply for the withholding full IDNs.

 

 

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Companies Ordinance (Cap./Instrument No.: 622) (Version date: 28.4.2023)

Subdivision 2—Protection of Residential Address and Identification Number Contained in Certain Documents

53.       Interpretation

          (1)    In this Subdivision—

director (董事) includes a person nominated as a reserve director under section 455(1);

protected address (受保護地址) means, subject to subsection (2)(a), an address that falls within section 54(2)(a);

protected identification number (受保護身分識別號碼) means a number that falls within section 54(2)(b);

protected information (受保護資料) means a protected address or a protected identification number;

relevant correspondence address (有關通訊地址), in relation to a director of a company, means the address contained, as the correspondence address of the director, in whichever is the most recent of the following—

          (a)    in the case of a company other than those falling within paragraph (a) or (b) of the definition of company in section 20(1)—

           (i)    an incorporation form delivered to the Registrar for registration under section 67(1)(b) in relation to the formation of the company;

          (ii)    a notice delivered to the Registrar for registration under section 645(1) or (2) in relation to the appointment of a director, or the nomination of a reserve director, of the company;

         (iii)    a notice delivered to the Registrar for registration under section 645(4) in relation to a change in the particulars contained in the register of directors of the company;

         (iv)    a notice delivered to the Registrar for registration under section 684(1)(d) in relation to the appointment of a director of the company; or

          (v)    an application delivered for the purposes of section 807(1) in relation to the registration of the company;

          (b)    in the case of a company falling within paragraph (a) or (b) of the definition of company in section 20(1)—

           (i)    an application to the Registrar under section 776(2) or (3) for registration of the company;

          (ii)    a return delivered to the Registrar for registration under section 791(1) in relation to a change in the directors of the company; or

         (iii)    a return delivered to the Registrar for registration under section 791(1) in relation to a change in the particulars of the directors of the company delivered to the Registrar under Part 16.

          (2)    For the purposes of this Subdivision—

          (a)    an address of a person does not cease to fall within section 54(2)(a) just because the person ceases to be a director of the company; and

          (b)    a reference to a director includes, to that extent, a former director.

          (3)    Subsection (2)(b) does not apply to a reference to a director in section 55 or 56.

54.       Registrar must not make residential address and identification number available for public inspection

          (1)    Subsection (2) applies if—

          (a)    a document—

           (i)    is delivered to the Registrar for registration in respect of a company under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and is in a form prescribed by or under, or specified under, the relevant Ordinance; or

        *(ii)    is delivered to the Registrar for registration in respect of a company under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap. 1) and is in a form specified under section 914(6)(a) or (8)(a);

          (b)    any part of the document is required by the relevant Ordinance to contain, and contains—

           (i)    the usual residential address of a director of the company; or

          (ii)    the full number of the identity card or passport of any person; and

          (c)    the Registrar records the information contained in the document for the purposes of section 27(1).

          (2)    The Registrar must not make available for public inspection under section 45(1)—

          (a)    an address contained, as the usual residential address of a director of the company, in any part of the document that is required by the relevant Ordinance to contain that usual residential address; or

          (b)    a number contained, as the full number of the identity card or passport of any person, in any part of the document that is required by the relevant Ordinance to contain that full number.

          (3)    In this section—

relevant Ordinance (有關條例), in relation to a document or any part of a document, means the Ordinance under which the document is delivered to the Registrar for registration.

_____________________

Editorial Note:

*Not yet in operation.

55.       Registrar may make protected address available for inspection

          (1)    Despite section 54(2)(a), the Registrar may make a protected address available for public inspection in accordance with section 56 if—

          (a)   communications sent by the Registrar to the director, and requiring a response within a specified period, remain unanswered; or

          (b)    there is evidence that the service of documents by the Registrar at the relevant correspondence address of the director is not effective to bring them to the notice of the director.

          (2)    The Registrar must not make a decision under subsection (1) unless the Registrar—

          (a)    has notified the director and the company that he or she proposes to make the protected address available for public inspection under subsection (1); and

          (b)    has considered any representation made within the period specified under subsection (3)(b).

          (3)    A notice under subsection (2)(a)—

          (a)    must state the grounds for the proposal; and

          (b)    must specify a period within which representations may be made before the protected address is made available for public inspection under subsection (1).

          (4)    A notice under subsection (2)(a) must be sent to the director—

          (a)    at the protected address; or

          (b)    if it appears to the Registrar that service at the protected address may not be effective to bring it to the notice of the director, at the relevant correspondence address of the director.

56.       Provision supplementary to section 55

          (1)    If the Registrar is to make a protected address available for public inspection under section 55(1), he or she must proceed as if—

          (a)    a notice had been delivered to the Registrar for registration under section 645(4) stating that the correspondence address of the director is changed to the protected address; or

          (b)    a return had been delivered to the Registrar for registration under section 791 stating that the correspondence address of the director is changed to the protected address.

          (2)    The Registrar must give written notice of having done so—

          (a)    to the director; and

          (b)    to the company.

          (3)    A written notice must also state the decision date in relation to the protected address.

          (4)    A written notice under subsection (2)(a) must be sent to the director—

          (a)    at the protected address; or

          (b)    if it appears to the Registrar that service at the protected address may not be effective to bring it to the notice of the director, at the relevant correspondence address of the director.

          (5)    On receipt of a written notice, the company must enter the protected address in its register of directors as the correspondence address of the director.

          (6)    If, within 5 years after the decision date for a protected address, the director notifies the company of another address as his or her usual residential address—

          (a)    the company must enter that other address in its register of directors as the usual residential address and the correspondence address of the director; and

          (b)    the company must proceed with the notice or return under section 645(4) or 791 as if the correspondence address of the director was also changed to that other address.

          (7)    During the period of 5 years after the decision date for a protected address—

          (a)    the company must not enter in its register of directors as the correspondence address of the director any address other than—

           (i)    the protected address; or

          (ii)    if, after the protected address is made available for public inspection under section 55(1), an address is notified by the director to the company as his or her usual residential address, the address so notified; and

          (b)    the company must not state in the notice or return under section 645(4) or 791 that the correspondence address of the director is changed to any address other than—

           (i)    the protected address; or

          (ii)    if, after the protected address is made available for public inspection under section 55(1), an address is notified by the director to the company as his or her usual residential address, the address so notified.

          (8)    Subsections (5), (6)(a) and (7)(a) do not apply to—

          (a)    a non-Hong Kong company registered under section 777(1); or

          (b)    a company that was, at any time before the commencement date of Part 16, registered in the register kept under section 333AA of the predecessor Ordinance.

          (9)    If a company contravenes subsection (5), (6) or (7), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.

        (10)    In this section—

decision date (決定日期), in relation to a protected address, means the date on which the Registrar decides to make the protected address available for public inspection under section 55(1).

57.       Restriction on use or disclosure of protected information

The Registrar must not use or disclose protected information except—

          (a)    as permitted by section 58; or

          (b)    in accordance with section 59.

58.       Permitted use or disclosure of protected information by Registrar

          (1)    The Registrar may use—

          (a)    a protected address for communicating with the director in question; or

          (b)    a protected identification number for communicating with the person in question.

          (2)    The Registrar may use protected information for the purpose of or in connection with the performance of the Registrar’s functions.

          (3)    The Registrar may, on application made for the purposes of this subsection, disclose protected information to a person specified by regulations made under subsection (5)(e). A disclosure may only be made in accordance with regulations made under subsection (5).

          (4)    An application for the purposes of subsection (3) must—

          (a)    contain the information required by regulations made under subsection (5)(a);

          (b)    be accompanied by the documents required by regulations made under subsection (5)(b); and

          (c)    be accompanied by a fee prescribed by regulations made under subsection (5)(c).

          (5)    The Financial Secretary may make regulations—

          (a)    providing for the information to be contained in an application made for the purposes of subsection (3), including any information specified by the Registrar for such an application;

          (b)    providing for the documents to accompany such an application, including any document specified by the Registrar for such an application;

          (c)    prescribing the fees payable for the purposes of subsection (3) to accompany such an application;

          (d)    providing for the powers of the Registrar to require additional documents and information to be provided to the Registrar for the purposes of determining such an application;

          (e)    specifying the persons to whom protected information may be disclosed; and

          (f)    providing for the conditions in accordance with which protected information may be disclosed to such persons, including the extent to which such information may be disclosed to them.

59.       Disclosure under order of Court

          (1)    The Court may make an order for the disclosure by the Registrar of a protected address—

          (a)    if—

           (i)    there is evidence that the service of documents at the relevant correspondence address of the director is not effective to bring them to the notice of the director; or

          (ii)    it is necessary or expedient for the protected address to be disclosed in connection with the enforcement of an order or decree of a court; and

          (b)    if the Court is satisfied that it is appropriate to make the order.

          (2)    The Court may make an order for the disclosure by the Registrar of a protected identification number—

          (a)    if it is necessary or expedient for the number to be disclosed in connection with the enforcement of an order or decree of a court; and

          (b)    if the Court is satisfied that it is appropriate to make the order.

          (3)    An order under subsection (1) or (2) may be made on the application of—

          (a)    a creditor of the company in respect of which the document containing the protected information is delivered to the Registrar for registration under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32); or

          (b)    any other person appearing to the Court to have a sufficient interest.

          (4)    An order under subsection (1) or (2) must specify the persons to whom, and purposes for which, the disclosure is authorized.

Subdivision 3—Supplementary

60.       Extent of prohibition

If a prohibition under this Division applies by reference to information deriving from a particular description of document, the prohibition does not affect—

          (a)    the availability for public inspection of the information through other means; and

          (b)    the availability for public inspection of the information deriving from another description of document in relation to which the prohibition does not apply.