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 days from the date of the company’s Annual General Meeting (AGM), under section 133(1) of the Companies Act, No. 7 of 2007. A company may pass a resolution at the AGM dispensing with the requirement to hold one, under section 144(3); the return is still due.
• 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.
• Form BO 4 — beneficial ownership details. From 30 March 2026, every company must deliver the beneficial ownership details in Form BO 4 together with the annual return, under the Companies (Beneficial Ownership) Regulations, No. 01 of 2026. See beneficial ownership reporting below.

Fees and Penalties

• Companies must pay the required government fee when submitting the annual return. The Registrar of Companies fee for filing a company annual return is Rs. 7,900 plus applicable taxes, under Extraordinary Gazette No. 2496/03 effective 6 July 2026.
• If the return is not submitted on time, penalties will accrue for the delay. Under section 133(5) the company may be fined up to LKR 1,000,000, and each director may face a fine of up to LKR 50,000.
• Beneficial ownership forms carry a separate government fee of Rs. 2,300 per form, plus applicable taxes.

Outstanding Returns and the 30 September 2026 Deadline

The Registrar of Companies has notified all directors, secretaries and other responsible officers that every outstanding annual return must be submitted on or before 30 September 2026. This is the four-month period given from the newspaper notice published on 30 March 2026. A company that fails to meet the deadline may be struck off the register of companies.

If your company has returns outstanding:

1. Check which years are unfiled.
2. Hold the AGM, or pass the section 144(3) resolution dispensing with it.
3. File each outstanding return through EROC with Form BO 4, paying Rs. 7,900 per return plus applicable taxes.
4. Complete everything on or before 30 September 2026.

Beneficial Ownership - Form BO 4

The Companies (Beneficial Ownership) Regulations, No. 01 of 2026, published in Extraordinary Gazette No. 2480/48 of 21 March 2026, came into operation on 30 March 2026. Reporting beneficial owners to the Registrar is mandatory for every company registered under the Companies Act.

Every company must appoint a natural person as its authorised person under section 130C(1) and notify the Registrar in Form BO 5.

A change to a beneficial owner's own details — name, address, contact details, nationality, NIC number, TIN or passport number — is notified within 14 working days through the Beneficial Ownership Change Module of the eROC system. That is a different obligation from Form BO 6, which covers only a change in the location of the records and registers.

The fee is Rs. 2,300 per form, plus applicable taxes.

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.