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Registering a Business in Sri Lanka

The organization that is concerned with this is Department of the Registrar of Companies (ROC).Web site is www.drc.gov.lk

 

1.1 Obtaining approval for registering a Name

Any organization registered under the Company Act No. 07 of 2007 should get a business name reservation.

a. Search the database of the registered companies

b. Fill the Name search form (i.e., A16) through information portal or manually using the form collected from the information counter

c. The Name verification document is sent to the database administrator who will run a search for similar names which he will list and submit to the Registrar General of Companies.

d. If the name is approved, the Approval Number can be collected over the information counter of ROC or if sent through the portal will be e-mailed the following day.

This reservation is valid only for a period of 3 months from the date of application.

 

1.2 A Limited Company

1. Obtain a name approval (as mentioned)

2. Fill Form Nos. 1, 18 and 19 together with two copies of Articles of Association prepared (on A4 paper). All forms should be printed or typewritten. (Hand written forms will not be accepted.)

3. If contents of the forms & articles are correct the certificate can be collected over the counter by producing the payment receipt on the next business day.

4. Within thirty working days of its incorporation under this Act, give public notice* of its incorporation, specifying

(a) the name and company number of the company ; &

(b) the address of the company’s registered office.

 

Further information

If one would like to register a private company with shares issued to a foreign investor, it should be either with BOI approval or without getting BOI approval, provided it does not violate the limitations under section 3 of the Extraordinary Gazette Notification No. 1232/14 dated 2002.04.19 published under the Exchange Control Act (chapter 423 of the CLE).

When preparation of articles for these, inclusion of Primary Objects are mandatory.

 

1.3 An Overseas Company in Sri Lanka

Eligibility for Registration

(i) Any company or body corporate incorporated outside Sri Lanka, whose business has been granted permission for the purposes of the Exchange Control Act, subject to the exclusions, limitations and conditions published in the Government Gazette No. 1681/10 of 22nd November 2010; and

(ii) has after the appointed date established a place of business within Sri Lanka; or

(iii) has before the appointed date, established a place of business within Sri Lanka and continues to have an established place of business within Sri Lanka on the appointed date.

1. Obtain a name approval (as mentioned above).

2. Within one month from the date of establishment of its place of business within Sri Lanka, deliver the following to the Company Registrar for registration of business–

(i) a certified copy of the charter, statutes or memorandum and articles of association of the company or other instruments constituting or defining the constitution of the company and where that instrument is not in the official language of Sri Lanka or in English, a translation of that instrument in such language as may be specified by the Registrar;

(ii) a list of the directors of the company, containing such particulars with respect to the directors as are by theCompanies Act No. 7 of 2007 required to be contained with respect to directors in the register of directors of a company in the prescribed manner; [FORM 45]

(iii) the names and addresses of one or more persons resident in Sri Lanka authorized to accept on behalf of the company, service of documents and of any notice required to be served on the company in the prescribed manner; [FORM 46]

(iv) a statement containing the full address of the registered or principal office of the company in the country of origin and the principal place of business of the company within Sri Lanka; [FORM 44]

(v) a certified copy, certified of recent date, of any document affecting or evidencing the incorporation of the company; and

(vi) a valid Power of Attorney authenticated by the seal of the company authorizing the persons or person resident in Sri Lanka to act on behalf of the company. 

Where an overseas company has established a place of business within Sri Lanka before the appointed date and has complied with the requirements of Part XIII of the Companies Act No. 17 of 1982 in relation to the delivery of documents and particulars, such company shall be deemed to have complied with 2 above.

Where it appears to the Registrar that the corporate name of a registered overseas company would be precluded from registration under Section 7 of the Act had it been formed under this Act, the Registrar may take appropriate steps in terms of the Act to issue notice on the company to register another name approved by the Registrar.

 

1.4 An Off-Shore Company in Sri Lanka

Companies that may be registered:

Any company or body corporate incorporated in Sri Lanka or under the laws of any foreign country may make an application to the Registrar General of Companies (hereafter referred to as Registrar) to be registered as an Off-shore company and to be referred to as such. Registration of the company will be subject to the Registrar being satisfied that –

(a) winding up or liquidation of such company has not commenced;

(b) a receiver of the property has not been appointed;

(c) there is no scheme or order in force suspending the rights of creditors; and

(d) in the case of a company incorporated abroad, there is no legal impediment in the country of incorporation to the company engaging in the business of an Off-shore company; (A certificate from the registering authority or a reputed law firm in that country to that effect would be required).

(e) the issue of the certificate of registration will not render defective any legal or other proceedings instituted or to be instituted by or against the company.

Grant of Certificate of Registration

(a) The issue of a certificate of registration will be subject to the above criteria and the discretion of the Registrar that the registration will be in the national interest and any conditions that the Registrar may embody in the certificate.

(b) The grant of a certificate of registration as an off-shore company shall entitle the company to carry on its business outside the shores of Sri Lanka and exempt the company from complying with any other provisions of the Act.

Steps

1. Obtain a name approval (as mentioned above).

2. Deliver following documents for registration.

(a) A certified copy of the charter, statutes or memorandum and articles of association of the company or other instrument constituting or defining the constitution of the company and where that instrument is not in the official language of Sri Lanka or in English, a translation of that instrument in such language as may be specified by the Registrar;

(b) a list of the directors or those managing the affairs of the company, containing their full names, addresses, occupations and the offices they hold in the company; [FORM 45]

(c) the names and addresses of one or more persons who are residents in and are citizens of Sri Lanka who is or are authorized to represent the company; [FORM 46]

(d) statement containing the full address of –

(i) the registered or principal office of the company in the country of incorporation; [FORM 44]

(ii) the office of the company in Sri Lanka; [FORM 44] and

(iii) a certified copy (certified of recent date) of the incorporation of the company.

(e) a valid Power of Attorney (authenticated by the seal of the company if applicable) authorizing the persons or person

resident in Sri Lanka to act on behalf of the company.

3. Produce to the Registrar a certificate from a bank, that the prescribed sum to defray the expenses of the off-shore company for the purposes of its office in Sri Lanka has been deposited to the credit of an account at the bank in the name of the off-shore company.

4. Produce not later than 31st day of January each year (or such later date as the Registrar may approve) the following where an off-shore company intends to continue its business as an off-shore company.

(i) proof of payment of the prescribed fee in the prescribed manner; and

(ii) a certificate referred to at (3) above.

Prohibition

An Off-shore company shall have power to carry on any business outside Sri Lanka but shall not be entitled to carry on any business within Sri Lanka.