Beneficial Ownership Reporting
Since 30 March 2026, every company registered under the Companies Act must tell the Registrar of Companies who really owns and controls it. This is called beneficial ownership reporting, and it applies whether your company was incorporated last week or twenty years ago.
This is not a minor filing. Non-compliance is a criminal offence, and the liability falls personally on directors and officers, not just on the company.
Important Details
- The requirement comes from the Companies (Amendment) Act, No. 12 of 2025, read with the Companies (Beneficial Ownership) Regulations, No. 01 of 2026, published in Extraordinary Gazette No. 2480/48 of 21 March 2026.
- Both came into operation on 30 March 2026.
- A beneficial owner is any individual who ultimately holds 10% or more of the shares or voting rights, or who exercises effective control, whether or not their name appears on any formal document.
- Only natural persons can be beneficial owners. If a company owns shares in your company, you must look through it to the individuals behind it.
- Filings are made through the Beneficial Ownership portal at bo.drc.gov.lk, using your eROC credentials and selecting "Company User" as the login type.
- The fee is Rs. 2,300 per form, plus applicable taxes.
Who Counts as a Beneficial Owner
The 10% threshold can be met directly or indirectly, and this is where most companies get it wrong.
Direct ownership. If Mr. A holds 15% of the shares in ABC (Pvt) Ltd, he is a beneficial owner.
Indirect ownership. If Mrs. B owns 60% of XYZ Holdings Ltd, and XYZ Holdings Ltd owns 30% of ABC (Pvt) Ltd, then Mrs. B indirectly controls 18% of ABC (Pvt) Ltd. She is a beneficial owner of ABC (Pvt) Ltd and must be declared, even though she holds no shares in it directly.
Control without shareholding. A person who can appoint or remove directors, or who directs how the company is run through a nominee or other arrangement, is a beneficial owner regardless of their shareholding.
If your shareholder register lists another company, a trust, or a nominee, you have more work to do than simply copying names across.
The Authorised Person
Every company must appoint an authorised person under section 130C(1) and notify the Registrar in Form BO 5.
- It must be a natural person physically resident in Sri Lanka. A corporate entity cannot serve.
- They are responsible for maintaining the company's beneficial ownership register, keeping it accurate, and dealing with the Registrar on beneficial ownership matters.
- Any later change of authorised person must also be notified in Form BO 5.
The BO Forms
| Form | Purpose | When |
|---|---|---|
| BO 1 | Beneficial owners at incorporation or registration | At incorporation or registration |
| BO 2 | Beneficial owners on the issue of shares | Within 20 working days of the issue |
| BO 3 | Beneficial owners on the transfer of shares | Within 20 working days of the transfer |
| BO 4 | Beneficial ownership details delivered with the annual return | With every annual return |
| BO 5 | Appointment of an authorised person | On appointment and on any later change |
| BO 6 | Change in the location of the beneficial ownership records and registers | On any change of location |
| BO 7 | Verification of beneficial owners existing on 30 March 2026 | One-off |
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. This is a different obligation from Form BO 6, which covers only a change in where the records and registers are kept.
Existing Companies - The 30 September 2026 Deadline
If your company was registered before 30 March 2026, you are in the transitional group. Companies that had beneficial owners on the date the Act came into operation must submit those details to the Registrar within six months of that date, under section 130H(1).
Six months from 30 March 2026 is 30 September 2026.
The Registrar has urged all directors and secretaries of companies that have not yet complied to submit on or before that date. If you have not filed, treat this as the working deadline.
There is a separate obligation for listed companies: every depositary of a licensed stock exchange must notify the Registrar of all shareholders holding 10% or more within 30 days of the operative date.
New Companies - Incorporation Is Not Complete Without It
For new incorporations, the eROC steps are unchanged. You still reserve the name, submit Forms 1, 18 and 19, upload the Articles of Association, and pay the fees, exactly as set out in the steps to register.
What has changed is that finishing eROC no longer finishes your incorporation. You must then log in to the BO portal and submit Form BO 5 (the authorised person) followed by Form BO 1 (the beneficial owners). Until both are submitted, the company is not treated as fully incorporated, and the registration may have to be resubmitted.
What You Need to Disclose
For each beneficial owner declared:
- Full name
- Date and place of birth
- Nationality
- Countries of residence
- Last known address and all other relevant addresses
- Tax identification numbers
- Other identification numbers, such as NIC or passport
- Contact details
- The nature and extent of the beneficial ownership interest
Form BO 5 calls for comparable details of the authorised person.
Who Can See This Information
Disclosure does not mean everything becomes public. The regulations set up two tiers.
Available to the general public, on request to the Registrar:
- Full name
- Nationality or citizenship
- Countries of residence
- Business address
- The nature and extent of the beneficial ownership
Restricted to authorised government authorities only:
- Identification numbers, tax numbers, date of birth and residential address
- Accessible to the Financial Intelligence Unit, the Attorney General, Inland Revenue, Customs and relevant regulatory bodies
Members of the public may seek fuller information through an application under the Right to Information Act.
Keeping Your Own Register
Filing with the Registrar is only half the obligation. Every company must also maintain an internal beneficial ownership register at its registered office.
- Update it within 20 working days of any change.
- Retain it for at least 10 years, or 5 years following dissolution.
Penalties
Non-compliance is a criminal offence, not a paperwork problem. Failure to maintain records, submit accurate information, update changes within the deadlines, or disclose ownership structures may result in a fine of up to LKR 1,000,000 and/or imprisonment for up to 10 years.
Every individual who held a directorial or officer role at the time of the offence may be held personally liable. The law is deliberately drafted this way so that responsibility sits with real people rather than an abstract corporate structure. Late compliance carries the same exposure as no compliance.
Tips by Bizadvisor
- Start with the shareholder register, but do not stop there. Trace every corporate shareholder through to the individuals behind it, and check for control exercised through nominees or agreements.
- Appoint your authorised person early. They must be resident in Sri Lanka, and you cannot file Form BO 1 until Form BO 5 is signed and submitted.
- Gather identification documents and tax identification numbers before you log in to the portal. The forms ask for details that take time to collect from people who may be overseas.
- Diarise the deadlines. The 20 and 14 working day windows are short, and they run from the change itself, not from when someone notices it.
- If your company has outstanding annual returns, remember Form BO 4 must accompany each one.
Useful Links
- Beneficial Ownership portal: bo.drc.gov.lk
- User guides and video tutorials: drc.gov.lk
- Registrar's notice: drc.gov.lk