Company Registration in Sri Lanka

Company Incorporation is the legal process used to establish a legal entity or a business by registering it in accordance with the Companies Act No. 7 of 2007. Once incorporated, the company has its own legal personality, can enter into contracts in its own name and limits the personal liability of its shareholders.

The Department of the Registrar of Companies is the place where you register your company, and the eROC portal (eroc.drc.gov.lk) is the system used for online company registration.

Appointing a company secretary

Every company must have a secretary. One of the directors can be appointed as an unqualified secretary, subject to the following conditions:

• Only if the company’s annual turnover is less than one million.
• Stated capital is below LKR 500,000.
• A foreigner cannot be the secretary of the company.
• A single director cannot be appointed as the secretary.

Otherwise a qualified secretary is appointed — a third-party qualified entity or person can act as the company secretary. We provide this service and handle all secretarial documentation work.

Process of registering a Private Limited company

1. Name reservation.
2. Adding stakeholders to the eROC system.
3. Drafting the Articles of Association.
4. Uploading documents to the eROC system.
5. Making payments to eROC.

By searching your unique company name you can obtain name approval, provided there is no similar company name to the proposed name. You then select either “(Private) Limited” or “(Pvt) Ltd” — the name on your certificate is issued based on the reservation type you choose. After the payment, your proposed company name is reserved for three months.

Incorporation documents

Once the name is approved, the following statutory forms are prepared, signed and uploaded:

• Form 1 — Application for registration of a company.
• Form 18 — Consent and certificate of director.
• Form 19 — Consent and certificate of secretary.
• Articles of Association (a standard set is acceptable for most startups).

On acceptance, the Registrar issues the Certificate of Incorporation, which is conclusive evidence that the company exists.

Public notice and post-incorporation

Within 30 working days of incorporation, the company name, registration number and registered office must be published in the Government Gazette and in Sinhala, English and Tamil newspapers. The company must then obtain its TIN, open a bank account and maintain its statutory books.

Government fees at a glance

• Name reservation: LKR 1,000.
• Form 1, 18 and 19 filing: LKR 4,600.
• Stamp duty on Articles: LKR 1,000.
• Gazette and newspaper notice: approximately LKR 10,084.