Company Registration In Sri Lanka – Private Limited Entity

 

Business can be registered under Private Limited entity or you can do it under sole proprietorship but registering a business in Sri Lanka as a Private Limited will give you more benefits and more secure.

Being a Private Limited company you and your company will act as two separated parties, your business assets and liabilities are separated from you and your family.

Here we'll show you how to register a private limited business with step by step.

Reserve a unique company name, From Registrar of Companies (ROC)

Searching for a unique company name can be done online via the website of the Department of the Registrar of Companies (www.drc.gov.lk).

The company name reservation is valid for 3 months. ( Rs. 2,300 + VAT 15%)

 

Submitting company registration forms

After obtaining the name approval, submit Form No. 1, 18, and 19. All forms should be printed or typewritten. (Section 475). Handwritten forms will not be accepted. We've gone ahead and attached the forms to make it easier for you.

According to Article 221(1) of the Companies Act No. 7 of 2007, every  company shall have a director and a secretary.

The Company Secretary must be hired before incorporation because one of the requirements to incorporate is a consent form that the Company Secretary must sign saying he/she will be the secretary for the newly formed company

• Form 1 – Company Registration (Rs. 4,600 + VAT 15%)

• Form 18 – Consent and Certificate of Director (Rs. 2,300 + VAT 15%)

• Form 19 – Consent and Certificate of Secretary/Secretaries (Rs. 2,300 + VAT 15%)

 

Submit Articles of Association

A company may either adopt the standard set of Articles of Association in Table A of the Companies Act of Sri Lanka or draft its own Articles of Association. You must submit 2 copies. (Rs. 2,300 + VAT 15%)

 

Give public notice of incorporation

According to Section 9 of Sri Lanka's Companies Act No. 7 of 2007 and section 3(a) of the Gazette Notice No. 1566/32 dated 12/09.2008 public notice must be given within 30 working days of the incorporation of a company. The notice of incorporation specifying the name of the company, registration number, date of incorporation, and address of the registered office should be published in the Government Gazette and in any daily newspaper in three languages: English, Sinhala and Tamil. The proof of publication should then be filed with the Registrar of Companies.

The newspaper publications once handed over with the payment which depends on the size of the notice, will appear within 3 - 4 days. The publication in the Gazette will appear within 2 weeks of submitting the request with the payment. The Registrar of Companies accepts a copy of the receipt issued by the Government Printer as proof of publication.

obtain THE Tax Identification Number (TIN)

The applicant or an authorized representative of the applicant must be physically present at the Taxpayer Services Unit of Inland Revenue Department to pick up and complete the application for a Taxpayer Identification Number (TIN) number with supporting documents including a copy of Form 1, Certificate of Incorporation and Articles of Association. (Rs. 7,500)

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