How to Register a Private Company in Sri Lanka

Online Company Registration In Sri Lanka – A Step By Step Guide. You’re finally ready and excited to start your own business. Step 1 – Name reservation. Register an account with eROC. Name reservation process. Step 2 – Company registration. 4.Give public notice of incorporation. 5:20. Getting started.

Procedure

  1. Obtain name approval: Before you can register a private company, you will need to obtain a name approval first.
    1. Search the database of the registered companies through Registrar of Companies Website – search company names database link, or using the books kept on the information counter of Registrar-General of Companies (ROC) for possible similar names.
    2. After you verify the availability of the Name, complete the Name search form ( ie A16) online or manually use the form collected from the information counter of the ROC
    3. The form A 16 is examined by at the public information counter (if you hand over the form). More information may be requested depending on the manner in which the forms have been completed. This may be done by e-mail if portal is used. If the name includes initials you will need to indicate what those initials stand for.
    4. You can either send a Name search application online and pay Rs. 1193.13 (fees Rs. 1000/= + 15% VAT + Processing charges) (only Sampath e-Wallet, Mater and Visa cards are accepted) or submit manually paying Rs. 1150.00 (Fees Rs1000/= +15% VAT) to the Shroff counter at the Department of ROC
    5. The Name verification document is sent to the database administrator who will run a search for similar names which he will list and submit send it to the Registrar-General of Companies
    6. The Registrar-General of Companies (or his Officers) have the sole discretion to approve the names delegate authority to approve. He may approve the name OR request more information OR a change to the proposed name. If the name is approved. Approval Number can be collected over the information counter of ROC or if sent online it will be e-mailed the following day.
  2. Registration: After obtaining the name approval, Form No. 1, 18, and 19 together with two copies of Articles of Association should be prepared (on A4 paper). All forms should be printed or typewritten. (Section 475) . Hand written forms will not be accepted.
  3. Applicants will also need the company’s articles.
  4. Submit the above mentioned documents to the information counter to check whether they are in the correct format. If it is ‘ok’ submit it to the Shroff counter. The registration fees are Rs 19,980.00 including VAT (Form 1 – Rs. 15000/= , Form 18 – Rs. 1000/= , Form 19 – 1000/= , Articles of Association – Rs 1000/= +15% VAT)
  5. If contents of the forms & articles are correct the certificate can be collected over the counter by producing the payment receipt next day.
  6. A company shall within thirty working days of its incorporation under this Act, give public notice*of its incorporation, specifying the following:
    1. the name and company number of the company ; &
    2. the address of the companys registered office. (*public notice- Where public notice of any matter is required to be given under this Act, that notice shall be given by publishing a notice of that matter?
      (a) in at least one issue of the Gazette; and
      (b) in at least one issue of a daily newspaper in the Sinhala, Tamil and English (three papers) languages, circulating in the area in which?
      (i) the companys place of business;
      (ii)if the company has more than one place of business, the companys principal place of business; or
      (iii)if the company has no place of business or the location of neither its principal place of business nor any other place of business is known to the person required to give the notice, the companys registered office, is situated. (Extracted from 530th clause of Companies Act No. 7 of 2007)


Additional information: If you would like to a register private company with shares issued to a foreign investor, you will need to either get BOI approval or register without getting BOI approval if your company is not violating the limitations under section 3 of the extraordinary gazette notification No. 1232/14 dated 2002.04.19 published under the exchange control act (chapter 423 of the CLE). When preparation of articles for these, inclusion of Primary Objects are mandatoryAds by Google

Required Documents

  • Completed forms:
    • Form 1 – Registration of a Company
    • Form 18 – Consent and Certificate of Director
    • Form 19 – Consent and Certificate of Secretary / Secretaries
  • Articles of the Association – May be prepared according to the First Schedule
    (Model Article) in the Companies Act No. 7 of 2007(Page 414).articles of association set out in the First Schedule hereto (hereinafter referred to as model articles) shall apply in respect of any company other than a company limited by guarantee, except to the extent that the company adopts articles which exclude, modify or are inconsistent with the model articles.
  • The articles of a private company shall include provisions which:
    • prohibit the company from offering shares or other securities issued by the company to the public; and
    • limit the number of its shareholders to fifty, not including shareholders who are?
    • employees of the company; or
    • former employees of the company who became shareholders of the company while being employees of such company and who have continued to be shareholders after ceasing to be employees of the company.

Office Locations & Contacts

Department of the Registrar of Companies
400 D R Wijewardena Mawatha
Colombo 10
Sri Lanka

Tel: 0094-11-2689208
0094-11-2689209
Fax: 0094-11-2689211
e-mail: info@drc.gov.lk


Submission Timeline:

For obtaining & Submitting Application Forms & Article of Association
Working days : Monday to Friday
Department open Hours : 8.30am to 4.15pm
Document Checking Time: 8.30am to 2.45pm
Shroff Counter : 9.00am to 3.00pm

Holidays : All public and Mercantile Days

Eligibility

  • Both Sri Lankan citizens and Foreign Nationals are eligible for this service. One Person or Persons (not exceeding 50) may apply to incorporate a Private Company but this is not applicable to public company.
  • If One Person is incorporating a Company same person cannot act as a Company Secretary. (Foreigner cannot be act as a Secretary)
  • If there is more than one person any one of them can act as Company Secretary.
  • If the Annual Turnover not less than One Million or paidup Capital exceeds Five Hundred Thousand a Qualified Secretary should be appointed.
  • If a foreigner is investing a Private/ Public Company it should be either BOI Project or in accordance with the Extraordinary Gazette notification published on 19 of April 2002 and number 1232/1 issued by the Controller of Exchange.
  • A foreigner can be appointed as a director & he/she can apply for this service without any restriction.

Fees

Registration fees: Rs 19,980.00 including VAT (Form 1 – Rs. 15000/= , Form 18 – Rs. 1000/= , Form 19 – 1000/= , Articles of Association – Rs 1000/= +15% VAT)

Validity

Name Registration: Reservation is valid only for a period of 3 months from the date of application

Processing Time

  • Name Approval: One day
  • Collection of Incorporation Certificate: One day

Need for the Document

This procedure provides information on how you can register a private company in Sri Lanka.

External Links

http://www.drc.gov.lk/App/comreg.nsf/eb209294bae3f1a0462573f4001cad99?OpenForm

About the Author

Sande Kennedy is the founder and Editor in Chief of SandeKennedy.com & Kenyans247.com He is a Kenyan-based Internetprenuer,blogger Political Activist & informer who has an interest in politics, governance, corporate-fraud and human-interest. Kindly drop me a note if you feel aggrieved on any matter that you would want to be highlighted  WhatsApp: +254791890826 Read More about me here