Company Registration Documents in Sri Lanka
Most guides to company registration in Sri Lanka give you a list of form numbers and stop there. This one goes a step further: for each document it tells you what it is, who signs it, and what you need to have ready to fill it in.
All of it is based on the Companies Act No. 07 of 2007 and the Registrar of Companies (ROC) requirements.
The short version
To register a private limited company, the Registrar needs:
| Document | What it is | Who signs |
|---|---|---|
| Name approval | The Registrar's approval of your company name | Applied for online |
| Form 1 | Application for the registration of a company | Each director once, each shareholder twice |
| Form 18 | Consent and certificate of each initial director | Each director |
| Form 19 | Consent and certificate of the initial secretary | The secretary |
| Articles of Association | The company's constitution | Every shareholder, on the last page |
| Form BO 1 | Details of the company's beneficial owners | Filed with the registration |
| Form BO 5 | Appointment of the authorised person | Filed with the registration |
Forms 1, 18 and 19 are generated in the eROC system from the details you enter. The articles can be the Model Articles in the First Schedule of the Companies Act, or your own.
1. An approved company name
Before anything else, the Registrar has to approve your name. It can't be identical to an existing company's name, can't be misleading, and can't use words such as "President", "Municipal", "Co-operative" or "National" without authorisation.
You can check a name for free with the Bizadvisor company name check. The full rules are in our guide to naming your company.
2. Details of every director
A private company needs at least one director. Each director signs Form 18, consenting to the appointment and certifying they are not disqualified.
A person can't be a director if they are under 18, or if they are disqualified under sections 213 or 214 of the Companies Act. See how to choose directors for the full list.
Have ready for each director:
- full name as it appears on their NIC (or passport, for a foreign director)
- NIC or passport number
- residential address
- email address and phone number
3. Details of every shareholder
A private company needs at least one shareholder and can have up to 50. The same person can be a director and a shareholder, so a one-person company is perfectly normal. Some guides say two shareholders are required; that isn't the case for a private company.
Have ready:
- each shareholder's identity details, as for a director
- how many shares each one will hold
- your stated capital, and so the value of each share
Foreign shareholders are allowed in most sectors, subject to some exclusions. See registering a company as a foreigner.
4. A company secretary
Every company must have a secretary, under section 221 of the Companies Act. The secretary signs Form 19.
If your stated capital is Rs. 500,000 or more, or your annual turnover is Rs. 1,000,000 or more, the secretary must be qualified. Read more in choosing your company secretary.
5. A registered address in Sri Lanka
The company needs a local address. Whether you need proof depends on the address:
| Your address | What you need |
|---|---|
| Has a leading number (house or unit number) | Usually nothing extra |
| Has no leading number | An electricity or water bill to the address, or a Grama Niladhari certificate |
| Isn't owned by a director or shareholder | The owner's consent letter, plus the billing proof |
| A rented place with no leading number | A lease in the name of a director or shareholder, plus the billing proof |
Choose this address carefully: the Inland Revenue Department, banks and customs will all use it. More in deciding your company address.
6. Beneficial ownership forms
From 30 March 2026, every new company must file Form BO 1 with the details of its beneficial owners at the time of registration, under the Companies (Beneficial Ownership) Regulations, No. 01 of 2026 (Extraordinary Gazette No. 2480/48).
The company must also appoint a natural person as its authorised person, notified in Form BO 5. Our BO forms guide explains all seven forms.
How the documents need to be submitted
- Every form must be signed where required, with the signatures clearly visible after scanning.
- Every form must be A4 size and scanned as a PDF.
- The government fees are paid online by card. See the current company registration fees.
The Registrar usually responds within 2 to 3 days at each stage, name approval and registration, in normal circumstances. The full sequence is in our step-by-step guide to registering a company.
After registration
Your company isn't finished on the day it's incorporated. Within 30 days, it must register with the Inland Revenue Department for a TIN. Then come the company bank account and EPF and ETF registration.
Skip the paperwork
With online company registration on Bizadvisor, you don't prepare any of these forms yourself. You check your name and pay online, then enter your directors, shareholders and address in a guided form. Your advisor drafts Form 1, Form 18, Form 19, the articles and your BO forms from those details, and sends them to you to sign.
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