2. Part 2 Registrar of Companies and Companies Register
This part deals with the general functions and powers of the Registrar of Companies (“the Registrar”).
Under section 23, the Registrar may specify the form of any document required for the purposes of the Ordinance.
The Registrar may issue guidelines—
- indicating the manner in which the Registrar proposes to perform any function or exercise any power; or
- providing guidance on the operation of any provision of the New CO (section 24).
According to section 45, the Registrar must make the Companies Register available at all reasonable times for public inspection.
“Withheld and Protected Information”
In order to protect personal data, the New CO introduces the concepts of “withheld information” and “protected information”. Note that the provisions relating to “withheld information” and “protected information” have not yet come into effect. Check with the Companies Registry for the latest updates.
Section 49 allows the Registrar to withhold from public inspection the usual residential address of a current or former director, or a current or former company secretary and the full ID number of any person in specified categories of documents which have been registered with the CR upon application by the persons concerned (“withheld information”).
If the usual residential address of an individual is withheld from public inspection, the correspondence address provided by the individual in lieu of the withheld address must be made available on the Companies Register for public inspection. Part of the individual’s ID number must remain available on the Companies Register for public inspection.
Section 54 provides that the usual residential address of a director and the full ID number of any person in specified categories of documents registered with the CR after commencement of the New CO will not be made available for public inspection (“protected information”).
The director’s correspondence address and partial ID number will be shown on the Companies Register for public inspection.
Sections 55 and 56 provide that, in case communication with a director at the director’s correspondence address is not effective, the Registrar may, after considering the representations of the director and the company concerned, put the director’s usual residential address on the Companies Register as the director’s correspondence address, thereby making it available for public inspection.
The Registrar’s decision to put the director’s usual residential address on the Companies Register will last for five years.
To ensure that the “withheld and protected information” will continue to be accessible by those who have a legitimate need, sections 51 and 58 permit the use or disclosure of such information by the Registrar for specified purposes -
- for communicating with the director, company secretary or individual;
- for the performance of the Registrar’s functions; or
- for disclosure upon application to certain types of persons proposed in the Companies (Residential Addresses and Identification Numbers) Regulation (not yet come into effect), which include the person whose personal information has been withheld or protected and his authorized representative, a member of the company concerned, public officers, public bodies, a liquidator and other specified persons.
Further, sections 52 and 59 provide that a creditor of the company concerned or any other person having a sufficient interest may have access to the withheld or protected information by applying to the court for an order for disclosure by the Registrar of the withheld or protected information.