What do fund managers need to do regarding Phase 2 of the new inspection regime administered by the Hong Kong Companies Registry (effective from 24 October 2022)?

Is the new inspection regime relevant to you?

If you are (i) a Hong Kong SFC licensed manager, (ii) a general partner of a Hong Kong Limited Partnership Fund (HKLPF), and/or (iii) managing a fund with Hong Kong incorporated portfolio companies or intermediate entities, this compliance reminder would be relevant to you.

Each Hong Kong incorporated company and registered non-Hong Kong company is subject to the new inspection regime. The new inspection regime, however, does not apply to Hong Kong open-ended fund companies (HKOFCs).   

What will happen after Phase 2 of the new inspection regime becomes effective?

From 24 October 2022 (Monday):

  1. on the Index of Directors on the Companies Register maintained by the Companies Registry, the usual residential addresses and full identity numbers of directors, and full identity numbers of company secretaries (together, “Protected Information”), will be replaced with correspondence addresses and partial identity numbers. In other words, when you conduct Directors’ Index search on ICRIS, you could only see correspondence address (which by default, would be the address of the registered office of the company, or in the case of registered non-Hong Kong company, the address of the principal place of business in Hong Kong), and partial identity numbers;
  2. only “specified persons”, such as solicitors, accountants and financial institutions (including SFC licensed corporations) may apply to the Hong Kong Companies Registry for access to the Protected Information; and
  3. new specified forms (https://www.cr.gov.hk/en/legislation/nir/forms.htm) must be used for filing with the Hong Kong Companies Registry. Protected Information contained in documents filed on or after 24 October 2022 will not be provided for public inspection.

That said, Protected Information contained in documents filed before 24 October 2022 (e.g. Forms NAR1, ND2A and ND2B, NNC1, etc) would still be available for public inspection.

After 27 December 2023, effective date of Phase 3 of the new inspection regime, data subjects may apply to the Hong Kong Companies Registry for protecting their Protected Information contained in documents registered with Hong Kong Companies Registry (even though filed before 24 October 2022) and replace such information with their correspondence addresses and partial identity numbers. Details of the application procedures will be announced by the Hong Kong Companies Registry in due course.

What do fund managers need to do to comply with Phase 2 of the new inspection regime?/span>

Each Hong Kong incorporated company and registered non-Hong Kong company (but not HKOFCs) is subject to the new inspection regime.

Accordingly, if you are (i) a SFC licensed corporation (e.g. a SFC Type 9 licensed manager), (ii) the general partner of a HKLPF (which is very likely to be a Hong Kong incorporated company or a registered non-Hong Kong company), or (iii) a portfolio company or intermediate entity that is a Hong Kong incorporated company or a registered non-Hong Kong company:

You must update the register of directors of the company with the correspondence address of all natural person directors (including reserve directors) before the company’s first annual return date on or after 24 October 2022

but you do not need to make filings to the Hong Kong Companies Registry if the correspondence address of the natural person directors is that of the company’s registered office, or in the case of a registered non-Hong Kong company, the principal place of business in Hong Kong.

However, if immediately before 24 October 2022, a natural person director’s correspondence address was contained in the company’s register of directors, and that address is not the company’s registered office, or in the case of a registered non-Hong Kong company, the principal place of business in Hong Kong, the company must deliver a Form ND2B (using the new form) to the Companies Registry in relation to the director’s correspondence address on or before 8 November 2022 (Tuesday).

Companies must also deliver Form ND2B (using the new form) regarding a change of correspondence address of directors after 24 October 2022 within 15 days of change.


The new inspection regime does not affect the notification or disclosure obligations for SFC licensed corporations with respect to filings to the SFC. Hence, if the personal information (be it residential, business or correspondence address) of the directors of the SFC licensed corporations needs to be amended in SFC’s system, please do so via WINGS.  

If you require further information, please feel free to contact us at info@willalegal.com.

These materials have been prepared by Willa Legal for informational purposes and are not legal advice. This information is not intended to create, and receipt of it does not constitute, a lawyer-client relationship. You should not act upon this information without seeking independent legal advice.