15th September 2021 – (Hong Kong) The Secretary for Financial Services and the Treasury, Christopher Hui responded to Legislative Councillor Leung Che-cheung this morning that it will not amend Cap. 622 to include the nationalities of shareholders and directors in the details to be provided.
The Companies Ordinance (Cap. 622) (CO) stipulates that particulars required to be contained in the relevant forms (including the incorporation form and annual return) delivered by the company include name and address of each member; and for each natural person director, such particulars include name, usual residential address, correspondence address (the provisions requiring report of correspondence address will commence operation on October 24, 2022), number of the Hong Kong identity card (HKID card) or, if the person is not a holder of HKID card, number and issuing country of any passport held by that person. Although the CO does not require a company to report nationality of its directors or members to the Companies Registry (CR), searchers could identify whether the directors are holders of HKID card or issuing place of their passports based on the type of their personal identification documents.
The requirement on companies to report nationality of their directors to the CR under the predecessor CO was abolished in 1999 having regard to the recommendation of the Standing Committee on Company Law Reform, on the ground that disclosure of nationality of directors might not be an additional benefit to searchers against the trend of globalisation of business. The requirement to disclose nationality was also a potentially sensitive matter as it could indicate a director’s racial or ethnic origin, and would incur unnecessary administrative burden on companies.
Since the enactment of the current CO in 2012, information available on the Companies Register is sufficient for searchers to identify a director and peruse major information of registered companies, as well as for relevant parties including law enforcement officers to carry out their functions in relation to statutory procedures, law enforcement, and customer due diligence for financial and business transactions. Hence, the government has no plan to require companies to report nationality of their members and directors at this stage.