Within Sri Lanka, a business can be registered as a Sole Proprietorship, a Partnership or a Limited Liability Company, but registering a business as a Private Limited Company will provide, more benefits, recognition and security.
Registering a business as a Private Limited Company will provide you and the Company the opportunity to act as two separate legal entities.
A company shall have not less than two shareholders, provided that a company may have a single shareholder where such single shareholder is the Secretary to the Treasury.
The registration procedure for a Private Limited Company can be simplified as given below,
RESERVATION OF A UNIQUE COMPANY NAME (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 until registration. ( Rs. 2,000 + VAT & convenience fee 2%)
Restrictions on names
A company shall not be registered by a name which contains the words (“President”, “Presidential”, “Municipal”, “incorporated”, “Co-operative” or “Society”, “National”, “State” or “Sri Lanka”
SUBMITTING COMPANY REGISTRATION FORMS
After obtaining the name approval for the Company, Form No. 1, 18, and 19 needs to be submitted in printed or typewritten format (Section 475) as handwritten forms will not be accepted.
According to Article 221(1) of the Companies Act No. 7 of 2007, every company shall have a director and a secretary.
Before the incorporation of the Company, the Company Secretary must be appointed, as one of the requirements for incorporation is the 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. 4,000 + VAT & convenience fee 2%)
- Form 18 – Consent and Certificate of Director (Rs. 2,000 + VAT & convenience fee 2%)
- Form 19 – Consent and Certificate of Secretary/Secretaries (Rs. 2,000 + VAT & convenience fee 2%)
SUBMITTING THE 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. (Rs. 2,000 + VAT & convenience fee 2%)
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.
*Optional at the initial stage
LABOUR DEPARTMENT REGISTRATION
The application form could be obtained at the Labour department head office, all the District offices, Labour sub-offices or download it from the labour department Web site. The application should submit during the office hours of a working day and it takes one day for registration at the labour department Head office, 07 days at other offices. No service charges for this service.
*Optional at the initial stage
GIVING 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.
Name Registration – 2,000.00
Form 01 – 4,000.00
Form 18(For one Director) – 2,000.00
Form 19 – 2,000.00
Article of Association – 2,000.00
Certified Article of Association – 7,100.00
VAT & convenience fee 2%
Paper Notice and Gazette – 8,500.00
Company Seal – 1500.00
Pre-Inked Seal – Director – 950.00
Pre-Inked Seal – Secretary – 950.00
Share Certificate – 1,250.00