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, 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:
  • Application form for a TIN
  • Copy of Form 1 (Company Registration)
  • Certificate of Incorporation
  • Articles of Association