Introduction
Sri Lanka, an island nation renowned for its cultural richness and diverse landscapes, has long been a favored destination for global tourists. However, the post-COVID economic challenges affecting nations worldwide have also impacted Sri Lanka. Despite this, there is a growing entrepreneurial drive to counter the economic downturn by initiating new businesses and private company registrations throughout the country.
Furthermore, the nation’s elevated employment rate positions it as a promising market for entrepreneurs. With its allure as a captivating tourist destination, the potential for international collaborations becomes significantly viable. These factors collectively foster a conducive environment for the emergence and growth of numerous startups across the island nation.
Benefits of Company Registration in Sri Lanka
Investor-friendly policies
Streamlined incorporation processes
100% foreign ownership allowed with sector-specific restrictions
Strategic location
Diverse business structures available
Opportunities for international collaboration
Requirements for Company Registration in Sri Lanka
Unique business name, checked and reserved with the Registrar of Companies (RoC)
Selection of appropriate business entity type (e.g., Private Limited Company, Public Limited Company, Partnership)
Details of directors and shareholders, including names, contact details, and required ID/address proofs
Submission of forms, including Company Registration (Form 1), Consent and Certificate of Director (Form 18), and Consent and Certificate of Secretary/Secretaries (Form 19)
Articles of Association submission, either customized or based on the Companies Act of Sri Lanka
Verification and issuance of the Certificate of Incorporation by the Registrar
Public notice publication within 30 days of incorporation, detailing company particulars in the Government Gazette and newspapers (English, Sinhala, Tamil)
Opening an authorized bank account and applying for the Tax Identification Number (TIN) from the Inland Revenue Department.
Types of Company Registration in Sri Lanka
Considerations before forming a company in Sri Lanka
Business Structure Selection: Choose a suitable business entity based on goals and member preferences.
Name Availability: Ensure the chosen business name is unique and available by checking the Registrar of Companies (RoC) website.
Foreign Ownership Restrictions: Be aware of any sector-specific restrictions for foreign entrepreneurs despite the overall allowance of 100% foreign ownership.
Director and Shareholder Details: Gather necessary information and identification/address proofs for directors and shareholders.
Form Submission: Prepare and submit required forms, including Company Registration (Form 1), Consent and Certificate of Director (Form 18), and Consent and Certificate of Secretary/Secretaries (Form 19).
Articles of Association: Decide whether to customize or adopt the Articles of Association based on the Companies Act of Sri Lanka.
Incorporation Process: Understand the steps involved in the verification and issuance of the Certificate of Incorporation by the Registrar.
Public Notice Obligations: Plan for the publication of a public notice within 30 days of incorporation, providing company particulars in the Government Gazette and newspapers.
Bank Account Opening: Prepare to open an authorized bank account after obtaining the Certificate of Incorporation.
Tax Identification Number (TIN): Apply for the TIN from the Inland Revenue Department, including necessary documents like Form 1, Certificate of Incorporation, and Articles of Association.
Expert Guidance: Consider seeking guidance from experts to navigate the complexities of the incorporation process effectively.
Documents Required for Company Registration in Sri Lanka
For the company registration process in Sri Lanka, the following documents are required:
Director’s identity proof, like a valid government-authorized driving license or another photo ID.
Copy of the directors’ valid passports.
PAN card if directors or officeholders are of Indian nationality.
Proof of address, including documents like electricity bills or water bills.
Specimen signature of directors or officeholders.
Company name information.
Procedure for Company Registration in Sri Lanka
The Procedure for Registering a Company in Sri Lanka
1. Business Name Selection
Choose a unique name for the company, ensuring its availability by checking the Registrar of Companies (RoC) website. It’s advisable to have 2-3 alternative names. Once finalized, reserve the chosen name with the RoC, valid for 3 months.
2. Selection of Business Entity Type
Select the appropriate business structure from various options such as Private Limited Company, Public Limited Company, Partnership, LLP (Limited Liability Partnership), Sole Proprietorship, Overseas Company, or Offshore Company, based on business goals and membership preferences.
3. Details of Directors and Shareholders
Provide names and contact details of company directors. Submit required ID and address proofs for directors and shareholders to the RoC.
4. Form Submission
After name approval, submit necessary forms to the Department of Registrar of Companies (DRC), including:
Company Registration (Form 1)
Consent and Certificate of Director (Form 18)
Consent and Certificate of Secretary/Secretaries (Form 19)
Submit the company’s Articles of Association, either customized or based on Table A of the Companies Act (No.7 of 2007) of Sri Lanka.
5. Company Incorporation
Once documents are submitted to the DRC, the Registrar verifies and issues the Certificate of Incorporation.
6. Public Notice
Within 30 days of incorporation, publish a public notice in the Government Gazette and daily newspapers (English, Sinhala, Tamil) detailing company particulars. Provide a copy to the Registrar.
7. Bank Account Opening
Upon obtaining the Certificate of Incorporation, open an authorized bank account. Apply for the Tax Identification Number (TIN) from the Inland Revenue Department, enclosing Form 1, Certificate of Incorporation, and Articles of Association.
While the incorporation process may seem complex, expert guidance can simplify it. Timely registration is crucial for reaping maximum business benefits.
Why Should You Register Your Company in Sri Lanka?
Registering a company in Sri Lanka is remarkably convenient and favorable for investors, surpassing the ease of many global counterparts. Notably, the absence of a residency requirement stands out, allowing 100% foreign ownership, albeit with certain limitations in specific sectors for international entrepreneurs.
