Registration of a company in Srilanka involves the filing of the required forms on the website of the Registrar of Companies. The registration also mandates the submission of identity proofs of the members and address proofs of the members and of the registered office. On verifying the documents, the Certificate of Incorporation is issued.
Sri Lanka, being an island nation and known for its regional diversity, flaunts its rich culture and its exotic natural resources and has always been the go-to spot for tourists across the world. Yet the fact that the post covid era has been a challenge on the economy of several nations has to be recalled, as even Sri Lanka is not an exception to this. With that being stated, there has been an urge amongst the entrepreneurial population to start new business or pvt company registration in Sri Lanka ventures across the nation to mitigate the economic crisis.
On the other hand, the country has a high employment rate which renders it a good market for entrepreneurs. Also, the country being a spectacular tourist attraction, makes international collaborations feasible to a great extent. These factors definitely encourage a number of new start-ups to develop across the island nation.
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Once a business deal is struck, the next logical course of action would be to register the business to give it a legal personality. While there are various types of corporate entities wherein a business could evolve into, such as partnership companies, sole proprietorships, etc, a private limited company is the most common type of business registration in Sri Lanka.
Documents to be Submitted For Company Registration Procedure in Sri Lanka
- Identity proof such as a valid driving license or any other photo ID of the directors authorized by the government
- Copy of valid passport of the directors
- PAN card, if the directors or the officeholders are of Indian nationality
- Proof of address such as electricity bills, water bills etc.
- Specimen signature of the directors or officeholders
- Name of the company.
The Company Registration Procedure in Sri Lanka
1. Name of the Business
The company should be given a unique name. The name has to be checked on the website of the RoC (Registrar of Companies), to make sure that the name of the company has not been taken already. It is, therefore, better to hold 2-3 names ready as secondary options. Once the name is finalized, it is kept reserved with the RoC, which is valid for 3 months.
2. Select the Type of Business Entity
There are different types of business entities in Sri Lanka, and the business owner has to choose the appropriate business structure depending upon the preference of the business goals and the number of members in the company. In Sri Lanka, there are various business models such as Private limited company, Public Limited Company, Partnership companies, LLP firm, (Limited Liability Partnership), Sole Proprietorship, Overseas company, Offshore company etc. The business owner can choose from any of the stated business structures.
3. Particulars Pertaining to the directors and shareholders
The names and contact details of the directors of the company are to be furnished while making an application for registration of the company. Required ID and address proofs are to be submitted by the directors or shareholders of the company to the RoC.
4. Filing of Forms
Once the name of the company is approved, the applicant has to furnish the following forms to the Department of Registrar of Companies (DRC).
- Company Registration – Form 1
- Consent and Certificate of Director – Form 18
- Consent and Certificate of Secretary/Secretaries – Form 19
Along with the forms mentioned above, the Articles of Association of the company have to be submitted. The company can either customize or draft its own Articles of Association (AoA). It can implement the AoA from the Table A of the Companies Act, (No.7 of 2007) of Srilanka.
5. Incorporation of the Company
Once the required documents and forms are submitted to the DRC, the Registrar verifies the same and issues the Certificate of Incorporation.
6. Public Notice of Incorporation
After having accomplished the stated steps, a public notice speaking about the incorporation of the company should be published within 30 days from the date of incorporation of the company. The notice should briefly communicate the particulars pertaining to the company like that of the name and registration number of the company, address of the registered office etc.
The publication should be done in the Government Gazette and in any daily newspaper in English, Sinhala, and Tamil. A copy of the publication should be presented to the Registrar.
7. Opening a Bank Account
Once the certificate of incorporation is obtained, an account has to be initiated in an authorized bank. The company has to apply for the TIN (Tax Identification Number) thereafter from the Inland Revenue Department by enclosing Form 1, Certificate of Incorporation, and AoA of the company.
Although the process of incorporation of a business seems complicated, with a little guidance from the experts it should be very much achievable. Further, the incorporation of a company is the first step in launching a thriving business. Bearing that in mind, the registration has to be done at the quickest possible to reap the maximum benefits. Further, to prevent legal issues in the future that could possibly hamper the growth of the business: https://eroc.drc.gov.lk/home/search
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