How to register a private limited company in Sri Lanka

Private limited company is the most structured business registration type available to register your business in Sri Lanka. Companies Act No. 07 of 2007 includes all legal provisions to register and operate companies in Sri Lanka.

Name protection, limited liability, and higher recognition are the main benefits you can get when you register your business as a company in Sri Lanka.

Now the entire process of registering your company is online through the eROC platform by the Registrar of Companies.

Private and Public Limited liability companies.

Important factors to decide before starting your company registration.

1. Decide a name for the company.
2. Select an address to be used as the registered address of the company.
3. Decide the directors for the company.
4. Decide the shareholders/ owners for the company and percentage of the ownership of each shareholder.
5. Select a secretary for the company.

Steps to register your company in Sri Lanka

1. Applying for the name reservation from the Registrar of Companies.

   Before commencing the registration process for your company, it is important to verify the availability of your company's name on the Department of the Registrar of Companies' website, where you can search for names that have already been taken.

   Naming restrictions

   Company cannot be registered with a name that:

   • Is identical to the name of any other company or registered overseas company.
   • Contains the words "Chamber of Commerce," unless the company is to be registered under a licence granted under section 34 without adding the word "Limited" to its name.
   • Is deemed misleading by the Registrar's opinion.

   No company can be registered with names containing:

   • "President", "Presidential", or similar terms suggesting presidential patronage or government affiliation.
   • "Municipal", "incorporated", or similar terms implying ties to municipalities, local authorities, or parliamentary bodies.
   • "Co-operative", or "Society"
   • "National", "State", "Sri Lanka", or similar terms indicating government association, without the Minister's consent based on national interest.

   Disregarded Elements in Determining Name Identity:

   When assessing name similarity:

   • The word "the" at the beginning of a name is disregarded.
   • Certain words and expressions at the end of a name are disregarded, including "company", "and company", "company limited", "and company limited", "limited", "unlimited", "(Private) limited", "Public Limited Company".
   • Differences in type and case of letters, accents, spacing, and punctuation are disregarded.
   • The conjunctions "and" or "&" are also disregarded.

   After verifying the availability of your company name in EROC, you can go ahead to make your name reservation request by making the payment. It will take 2 to 3 days in normal circumstances to receive a response from the Registrar.

2. Prepare forms for the company registration.

   After receiving the approval for the name, you need to prepare the following forms to register your company.

   1. Form 1 - Application for the Registration of a Company.
   2. Form 18 - Consent of Initial Directors
   3. Form 19 - Consent of initial Secretary
   4. Articles of Association - Document that lay down the provisions regarding the management and administration of the company.

   Form 1, Form 18/s and Form 19 can be generated and downloaded in eROC after inserting the details of initial directors, shareholders and secretary. In respect of Articles of Association, you can use the Model Articles of Association set out in the First Schedule of the Companies Act or create a fresh Articles of Association.

3. Get signatures from the initial directors, shareholders, and the secretary.

   1. Form 01 - One Place for each Director and 2 places for each shareholder to sign.
   2. Form 18/s - Initial director's need to sign.
   3. Form 19 - Initial secretary/ secretaries need to sign.
   4. Article of Association (last Page) - All Shareholders need to sign.

4. Make the payment to goverment and submit the forms.

   After obtaining signatures from the initial directors, shareholders, and secretaries, you have to submit the Form to the Registrar of Companies making the payment. You have to use a credit or debit card to make the payment.

   Special Considerations.

   • Make sure all forms are properly signed and signatures are visible after scanning.
   • Make sure all forms are in A4 size and scanned in PDF format.

5. Receiving the company registration approval.

   This will take 2 to 3 days in normal circumstances to receive the company registration approval. You can see the approval status in your EROC dashboard and also all directors and secretaries receive approval confirmation emails.

   The government is not issuing physical incorporation certificates now and it can be downloaded from the EROC dashboard of directors and secretaries. QR in the certificate can be used to verify the validity of the certificate.

6. Paper and Gazette notices on company registration.

   From 06th August 2019, the requirement of Gazette notice publication for registered companies was removed and similarly the Registrar of Companies took over the paper notice publication responsibility for registered companies. Company directors and secretaries are no longer responsible for publishing these paper notices.

7. Things to consider after registering your company.

   • Obtaining the certified copies of necessary forms, Form 1, Form 18, Form 19 and Articles of Association, if required.
   • Issuing share certificates to shareholders.
   • Preparing stamps for the company. (Company stamp, directors and secretary stamps)
   • Obtaining Tax identification Number (TIN Number).
   • Opening corporate bank accounts.
   • Registering for EPF and ETF.