Company registration in Sri Lanka
A private limited company is registered online through eROC, the portal of the Department of the Registrar of Companies, under the Companies Act No. 7 of 2007. Here are the steps in order, the forms you will sign and the fees the Registrar lists for a private company.
What you need before you start
- A company name that is not identical to the name of an existing company.
- A registered office address in Sri Lanka.
- At least one director, with a copy of their NIC or passport.
- At least one shareholder. This can be the same person as the director.
- A company secretary who meets the Registrar's requirements.
- Articles of Association. The Registrar publishes a model you can start from.
Sources: Divisional Secretariat, Welipitiya: business registration · Registrar of Companies: guidelines and documents
Step 1: Check and reserve the name
Search for the name on eROC first. Then create an eROC account and send a name reservation request. You will be asked for the name in Sinhala and Tamil as well as English.
The name approval fee is Rs. 2,000, paid online.
Sources: eROC portal · Divisional Secretariat, Welipitiya: business registration
Step 2: Fill in the incorporation forms
Once the name is approved, enter the directors, shareholders, secretary and share capital on eROC. eROC then generates the forms. The Registrar asks you to use the system-generated Form 1 and, for a new company, the system-generated Forms 18 and 19.
- Form 1: application for incorporation.
- Form 18: consent of each director.
- Form 19: consent of the secretary.
The first page of the Articles of Association should show the company name in English, Sinhala and Tamil.
Sources: Registrar of Companies: download forms · Registrar of Companies: guidelines and documents
Step 3: Sign, upload and pay
Print the forms and the Articles, have the directors, shareholders and secretary sign them, then scan and upload them to eROC. Pay the incorporation fees online.
| Articles of Association | Rs. 2,000 + VAT |
|---|---|
| Form 1, application for incorporation | Rs. 4,000 + VAT |
| Form 18, consent of directors | Rs. 2,000 + VAT per director |
| Form 19, consent of secretary | Rs. 2,000 + VAT |
With one director, that comes to Rs. 10,000 plus VAT, on top of the name fee.
Step 4: Download the certificate
The Registrar reviews the application. Once it is approved, the Certificate of Incorporation is issued digitally and you can download it from your eROC dashboard.
Sources: Divisional Secretariat, Welipitiya: business registration
After registration
Register the company with the Inland Revenue Department for a Taxpayer Identification Number (TIN).
Sources: Inland Revenue Department · Divisional Secretariat, Welipitiya: business registration
This is general information, not legal advice. Fees and steps change, so check eROC before you pay.