Pvt Ltd Company Registration Process in Sri Lanka - Step by Step

1. Reserve a Company Name

The name of the company is not identical, restricted or similar to that of an existing company. When the Registrar of Companies have approved your name reservation request, you can start the company incorporation. Company name reservation is valid only for 3 months. Searching for a unique company name can be done online via the website of the Department of the Registrar of Companies

Rules and Regulations for company Name

  1. A company shall not be registered by a name which is identical with the name of any other company or of any registered overseas company.
  2. A company shall not be registered by a name which Contains the words “chamber of commerce”, unless the company is a company which is to be registered under a licence granted under section 34 without the addition of the word “limited” to its name or requirements as to name.
  3. A company shall not be registered by a name which is in the opinion of the registrar, misleading.
  4. No company shall be registered by a name which contains with the words “President”, “Presidential”, “Municipal”, “Incorporated”, “Co-operative”, “Society”, “National”, “state” or “Sri Lanka”

2. Submit the Company Registration Documents

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

Form 1 – Application for Registration of a Company

Form 18 – Consent and Certificate of Director

Consent from each of the initial directors to act as a director of the company

Form 19 – Consent and Certificate of Secretary/Secretaries

Consent from the initial secretary to act as secretary of the company

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

Articles of Association

The Articles of Association is a document that defines the company’s constitution, responsibilities of the directors, the kind of business to be undertaken, preparation and management of financial records, the process of director appointments and the means by which the shareholders exert control over the board of directors.

Rules and Regulations for Company Incorporation

  1. Company shall have at least one director, except a public company which should have at least two directors
  2. Every company shall have a director and a secretary.
  3. The following Persons shall be disqualified from director of the company
  • Person who is under eighteen years of age
  • Person who is an undischarged insolvent
  • Person who has been adjudged to be of unsound mind
  • Person that is not a natural person
  • Person who is or would be prohibited from being a director of or being concerned or taking part in the promotion, formation or management of a company, under the Companies Act, No. 17 of 1982, but for the repeal of that Act
  • Person who is prohibited from being a director or promoter of or being concerned or taking part in the management of a company under section 213 or section 214 of this Act
  • In relation to any particular company, a person who does not comply with any qualifications for directors contained in the articles of that company.

3. Give Public Notice of Incorporation

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 within 3 months with the Registrar of Companies.

4. How to Obtain the Tax Identification Number (TIN Certificate)

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 following supporting documents

  1. Business Registration Certificate
  2. Identity Card Copy of Directors
  3. Certified Copy of Form 1
  4. Articles of Association
  5. Authorization Letter