Changing directors and director details

Shareholders of the company have the power to decide the number of directors, and handle the appointment and removal of directors.

After registering a company with initial directors, you might need to change directors or update their details for various reasons.

This can easily be done using the EROC login of an existing director or the company secretary.

Form 20 - Change of directors/secretaries and particulars of directors and secretaries

Form 20 is the official document used to make changes to the directors and secretaries of your company.

Form 20 must be filed with the Registrar within 20 working days of the change. If you miss this deadline, penalties will be imposed for late filing.

You can include multiple changes within 20 working days in a single Form 20 clearly stating the dates of changes and attaching the necessary documents.

What to do if you have only one director

If your company has only one director, that director can not resign until a meeting of shareholders is called to accept the resignation and appoint one or more new directors.

Appointment of new directors

When appointing new directors, they must fulfill the following conditions and sign Form 18 to provide their consent:

• They must be at least eighteen years old.
• They can’t be an undischarged insolvent.
• They must not be prohibited from being a director under previous company laws or sections 213 or 214 of the current Act.
• They shouldn’t be adjudged to be of unsound mind.
• They can’t be a non-natural person.
• They must meet any specific qualifications mentioned in the company’s articles.

Foreign nationals can be appointed as directors, provided they meet all the necessary qualifications and requirements, including providing a Sri Lankan address.

To prepare the forms for new directors, you need the following details:

• Full name (as per NIC or passport)
• NIC or passport number
• Address and postal code
• Contact number
• Contact email address

It’s crucial to use a valid email address because the EROC login will be created for this email address. If the new director already has an EROC login, use the same email address to avoid complications.

Finally, file Form 20 within 20 working days, including Form 18's for all new directors and the relevant resolutions.

Resignation of existing directors

A director can resign by providing a signed written resignation letter.

The resignation takes effect when received or at a specified later date.

File Form 20 within 20 working days along with the resignation letters and relevant resolutions.

Removal of existing directors

Shareholders can remove a director by passing an ordinary resolution at a meeting called specifically for this purpose, subject to the conditions outlined in the company’s articles. Here’s how it works:

1. Give notice of removal to the director.
2. Allow 14 days for the director to make any representations.
3. Call a meeting after 14 days and vote on the decision.

File Form 20 within 20 working days, including the meeting minutes, resolutions, and other supporting documents.

Other reasons to change directors

You may also need to change directors if:

• A director becomes disqualified.
• A director dies.

File Form 20 within 20 working days along with the relevant meeting minutes, resolutions, and other supporting documents.

Changing details of existing directors

If you need to update the details of existing directors, such as their names, addresses, NIC or Passport numbers, or email addresses, you should file a Form 20 with the supporting documents.

You can edit the director’s details in the EROC login and generate Form 20 for this purpose.

Filing form 20 with the registrar of companies

Once you have all the required documents and the signed Form 20, you can pay and submit the forms through EROC.

Form 20 can be signed by any existing director or the secretary.

Receiving approval for form 20 from the registrar of companies

You’ll receive an email notification once your Form 20 is approved. A certified copy of Form 20 can be obtained, which is useful for informing banks or any other parties about the changes.

By following these steps, you can smoothly manage changes to your company's directors and their details, ensuring everything is in line with regulatory requirements.

Tips by Biz Advisor

It is advised to inform the changes to the Department of Inland Revenue, Department of Labour, banks, and any other relevant institutions, and make necessary updates accordingly.