How to Transfer Shares in Sri Lanka: Form BO 03

How do you transfer shares in Sri Lanka?

To transfer shares in a Sri Lankan private company, the seller signs a share transfer form, existing shareholders are offered any right of first refusal, the board approves the transfer and the buyer's name is entered in the share register. There is no eROC form for a share transfer. Instead, the company files Form BO 03 on the Beneficial Ownership Registry within 20 working days. From 1 November 2026, both the seller and the buyer must also provide a valid TIN Certificate.

Selling or gifting shares in a private company is common, but the rules have changed in 2026. This guide explains the share transfer process in Sri Lanka in plain language, step by step.

Who decides how shares can be transferred?

The company's articles of association decide how shares can be transferred. Many private companies limit who can buy shares, or require board approval first, so always check the articles before agreeing a sale.

Most companies that did not draft their own articles follow the standard (model) articles under the Companies Act. Under these, the seller must sign a share transfer form and hand it to the company. The buyer must also sign if the shares still carry an amount owed to the company, because the buyer takes on that obligation.

When is a share transfer complete?

A share transfer is complete only when the buyer's name is entered in the company's share register. The company cannot register the transfer without a properly signed transfer form.

If the company refuses to register a transfer, it must tell the buyer within two months. The new share certificate should also be ready within two months of the transfer form being handed in.

If shares pass to someone because a shareholder has died, a different process called share transmission applies.

Where should the share register be kept?

The share register is normally kept at the company's registered office. Every company must now also keep a register of beneficial owners, and any change to where it is kept must be reported to the Registrar.

We recommend keeping both registers in the same place. That way, both can be updated together after every share transfer and will always match.

What documents do you need for a share transfer?

• Share transfer form, signed by the seller and the buyer.
• Share transfer agreement, recommended where there are instalment payments, warranties, conditions or other side arrangements. It gives clear evidence of what was agreed if a dispute reaches court.
• Right of first refusal waivers from existing shareholders, where the articles or a shareholders' agreement require an offer to them first.
• TIN Certificates of both the seller and the buyer.
• Board resolution and sometimes with Shareholders approving the transfer.
• New share certificate for the buyer.

What is a right of first refusal?

A right of first refusal gives existing shareholders the first chance to buy shares before they can be sold to an outsider. It helps existing owners control who joins the company.

This right comes from the company's articles or a shareholders' agreement. It is different from the right existing shareholders have when the company issues new shares.

How does the right of first refusal work?

1. The seller tells the company how many shares they want to sell and at what price.
2. The board offers those shares to the other shareholders, usually in proportion to what they already own.
3. The other shareholders have a fixed time to accept.
4. Any shares nobody takes up can then be sold to the outsider, within a set time and at no lower price.

If existing shareholders do not want to buy, get their written waivers and keep them with the company records.

Do you need to check the shareholders' agreement?

Yes. A shareholders' agreement may include lock-in periods, consent rights, a right of first refusal, or tag-along and drag-along rights. A transfer that follows the articles can still break the shareholders' agreement and lead to a claim.

Do you need a TIN Certificate to transfer shares?

Yes. From 1 November 2026, the Inland Revenue Department requires both the seller and the buyer to submit a valid TIN Certificate before a share transfer of a Sri Lankan company can be completed. Once the board approves the transfer, collect both certificates before preparing the share transfer form and Form BO 03.

What is Form BO 03?

Form BO 03 is the beneficial ownership filing for a share transfer. Under the Companies (Beneficial Ownership) Regulations, No. 01 of 2026, the company must file it within 20 working days of the transfer. The form is signed by both the seller and the buyer, and the government fee is Rs. 2,300 plus taxes.

Companies incorporated before 30 March 2026 must first bring their beneficial ownership records up to date before they can file BO 03.

Share transfer checklist

1. Check the articles of association and any shareholders' agreement.
2. Offer the shares to existing shareholders, or collect their written waivers.
3. Pass the board resolution, and a shareholders' resolution where required, approving the transfer. If the board or shareholders do not approve, the transfer cannot go ahead as planned.
4. Collect TIN Certificates and identity details from both the seller and the buyer, as these are needed to prepare Form BO 03.
5. Sign the share transfer form and, where needed, a share transfer agreement. Prepare Form BO 03 at the same time, as both parties sign it.
6. Hand the transfer form to the company.
7. Update the share register and the register of beneficial owners.
8. Issue the new share certificate within two months.
9. File Form BO 03 within 20 working days.