Starting a Sri Lankan Company from Overseas
You can register a Sri Lankan private limited company from anywhere in the world. Most of the process is already online, and the documents are signed by scan and email.
What catches people out is the short list of things the law still ties to Sri Lanka. This guide covers what you can do from overseas, what needs someone here, and the extra rules if a shareholder is a foreign national.
It is written for two groups: Sri Lankans living abroad who want a business at home, and foreign founders and investors.
What you can do from overseas
Everything up to incorporation can be done from where you live:
- Check the name. Search the Registrar of Companies register with the free company name check.
- Get a quote and pay. Tell us about your directors and shareholders. We send an itemised quote, and you pay by Visa, Mastercard or Amex.
- Fill in the details. Directors, shareholders and the registered address go into a guided form after payment.
- Sign remotely. Your advisor emails the documents. You print, sign, scan and send them back. If an original is needed, you courier it.
- Track it. A tracking page shows each step until the company is incorporated.
How online company registration works walks through each screen. The documents you'll need lists every form you will sign.
What still needs someone in Sri Lanka
| Requirement | The rule | How overseas founders handle it |
|---|---|---|
| Company secretary | Every company must have one, under section 221 of the Companies Act No. 07 of 2007 | Bizadvisor acts as your secretary |
| Authorised person | A natural person physically resident in Sri Lanka, appointed under section 130C and notified in Form BO 5 | Someone in Sri Lanka you trust, such as a family member or business partner |
| Registered address | Every company needs a local address, used by the tax office, banks and customs | A family address, an office or a business premises in Sri Lanka |
| Bank account | Each bank sets its own rules on whether signatories must visit a branch | Check with your bank before you choose it |
The authorised person is the one most founders don't expect. They keep the company's beneficial ownership register and deal with the Registrar on it, so pick someone who will answer when the Registrar writes. The beneficial ownership guide explains the role.
For the address, read how to choose a registered address. Whether you need proof depends on whether the address has a leading house or unit number.
If you're a Sri Lankan living abroad
If you hold a Sri Lankan NIC, you register as a director or shareholder exactly as you would living here, with your NIC details. Nothing about your residence abroad changes the forms. The only difference is that the signing happens by scan and courier.
If a shareholder is a foreign national
A person resident outside Sri Lanka can hold shares in a Sri Lankan company. How much depends on what the company does:
| Share of voting shares | Businesses |
|---|---|
| Up to 100% | Most businesses, including IT and software, consulting and export |
| Up to 40%, more with Board of Investment approval | Education, mass communication, freight forwarding, travel and shipping agencies, and growing and primary processing of tea, rubber, coconut, cocoa, rice, sugar and spices, among others |
| Not open | Pawn broking, coastal fishing, and retail trade with less than USD 5 million of foreign capital |
The full list is in our guide to registering a company in Sri Lanka as a foreigner.
Three more things apply to foreign shareholders:
- Identity. Foreign directors and shareholders use their passport where a Sri Lankan would use an NIC.
- Money in. Investment in shares comes in through an Inward Investment Account (IIA) at a Sri Lankan bank, under the Foreign Exchange Act No. 12 of 2017 and the Classes of Capital Transactions Regulations No. 2 of 2021. Dividends and the proceeds of selling the shares go back out through the same account.
- Visas. Registering the company doesn't need you in Sri Lanka. If you plan to come here to set up, manage or work in the business, see business and resident visas.
Two ways to start
Have us set it up. Tell us about your company on company registration for foreigners and overseas clients and we send an itemised quote. We reply on WhatsApp and email, so you never need a call during Sri Lankan office hours.
Do it yourself online. Go to platform.bizadvisor.lk/start, check your name, choose a package and pay. No account or call is needed.
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