How to Register a Private Limited Company in Sri Lanka
Are you starting a business in Sri Lanka? Congratulations! Registering your company as a Private Limited entity offers numerous benefits
Are you starting a business in Sri Lanka? Congratulations! Registering your company as a Private Limited entity offers numerous benefits, including:
Limited liability: Your assets are protected from business debts and liabilities.
Separate legal entity: Your company becomes a distinct legal entity from you, offering greater professional credibility.
Easier fundraising: Attract investors with a formal business structure and increased transparency.
Tax advantages: Private Limited companies may qualify for certain tax benefits compared to sole proprietorships.
Ready to take the plunge? Here’s a comprehensive guide to registering your Private Limited company in Sri Lanka:
1. Reserve a Unique Company Name:
Visit the Department of the Registrar of Companies (ROC) website (www.drc.gov.lk) to check for name availability.
Choose a unique and brandable name that reflects your business.
The reservation fee is Rs. 2,300 + VAT 18%, and the reservation is valid for 3 months.
2. Submit Company Registration Forms:
After name approval, download and complete Form 1 (Application for Registration Of A Company), Form 18 (Consent and Certificate of Director), and Form 19 (Consent and Certificate of Secretary/Secretaries).
The company must have at least one director and a secretary. Ensure the secretary is appointed before incorporation.
Form 1 costs Rs. 4,600 + VAT 18% and other forms costs Rs. 2,300 + VAT 18%.
3. Draft Articles of Association:
These documents define your company’s internal governance, rights of shareholders, and management structure.
You can adapt the standard Articles of Association in Table A of the Companies Act or draft your own.
Submit two copies with a fee of Rs. 2,300 + VAT 18%.
4. Give Public Notice of Incorporation:
Within 30 working days of company formation, publish a notice in the Government Gazette and a daily newspaper in English, Sinhala, and Tamil.
Specify your company name, registration number, incorporation date, and registered office address.
Expect newspaper publication within 3-4 days and Gazette publication within 2 weeks.
5. Obtain the Tax Identification Number (TIN):
Visit the Taxpayer Services Unit of the Inland Revenue Department with the following:
