Annual Return of a Company - Form 15

The annual return is a document where companies submit updated information about the company to the Registrar of Companies. This is a mandatory submission for every company, regardless of whether the company is operational or not.

Important Details

Every company must submit an annual return, Form 15 to the Registrar of Companies.
The return must be submitted within 30 working days after the company’s Annual General Meeting (AGM).
This rule does not apply in the year the company was incorporated.
The form must be signed by a Company director and the Company secretary.
It is important to note that companies cannot make any changes, such as changing directors, secretaries, addresses, or the company name, if they have not filed annual returns for previous years.

What to Include in the Annual Return

Details of shareholders, directors, secretary, and auditors, including those who stopped being shareholders since the last return.
Details of shares held, shares transferred, and the dates of these changes.
Company information such as incorporation date, any name changes, and registered office address, etc.
Share capital details, including the number of shares issued or canceled.
Annual return date, AGM or resolution date, and last annual return date.

Fees and Penalties

Companies must pay the required government fee when submitting the annual return.
If the return is not submitted on time, penalties will accrue for the delay. The company may be fined up to LKR 100,000, and each responsible officer may face a fine of up to LKR 50,000.

Non-Operational Companies

Companies cannot avoid this submission by claiming the company is not operating. The annual return is required every year, regardless of the company's operational status.
If the company is no longer operational, directors and shareholders may apply to strike off (close) the company.
The Registrar of Companies does not cancel companies at their discretion. Directors must take responsibility for this requirement each year.

Company Secretary's Signature Cannot Be Obtained

If the directors are unable to communicate with the company secretary to obtain the required signature for the annual return, they can still submit the document to the Registrar of Companies with a formal letter explaining the reasons for being unable to secure the company secretary's signature.
The Registrar will review the request and may approve the return based on the circumstances provided.

Preparation of the Annual Return

The Annual Return can be prepared online using the EROC (e-Registrar of Companies) portal using either a director's or company secretary's login credentials.

Filing Form 15 with the Registrar of Companies

Once you have all the required documents and the signed Form 15, you can pay and submit the forms through EROC.

Receiving Approval for Form 15 from the Registrar of Companies

You’ll receive an email notification once your Form 15 is approved. A certified copy of Form 15 can be obtained, which is useful for informing banks or any other parties about the latest details of the company.
By following these steps, you can smoothly prepare and file your annual return,ensuring everything is in line with regulatory requirements.

Tips by Biz Advisor

When preparing the annual return, companies should always ensure that all changes are accurately reflected in the return. Additionally, if shares were transferred between parties during the period, make sure to attach the relevant share transfer forms with the annual return.