How to Register company in Sri Lanka?

To register a company in Sri Lanka, especially if it’s an overseas company looking to establish a place of business within the country, the following steps and requirements, as outlined in the provided context, should be followed:

  1. Delivery of Documents and Particulars:
    • An overseas company must deliver certain documents and particulars to the Registrar for registration. These include:
      • The names and addresses of the directors of the company.
      • 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 notices.
      • A statement containing the full address of the registered or principal office of the company and the principal place of business of the company within Sri Lanka.
      • A certified copy of any document effecting or evidencing the incorporation of the company.
  2. Timeframe for Registration:
    • If the company establishes a place of business on or before the appointed date, it must deliver the required documents to the Registrar within one month from that date.
    • The Registrar may extend this one-month period if sufficient cause is shown by the defaulting company.
  3. Registration Fee:
    • For registration of a place of business in Sri Lanka by an Overseas Company, the fee is Rs 60,000.00.
  4. Certificate of Registration:
    • Upon receipt and registration of the necessary documents, the Registrar will issue a certificate of registration to the overseas company.
  5. Compliance with Local Laws:
    • The company must ensure that it complies with the requirements of Part XIII of the Companies Act, No. 17 of 1982.
    • The company must not establish a place of business within Sri Lanka if the business does not conform to the stipulations made by or under the Exchange Control Act.
  6. Ongoing Obligations:
    • The registered overseas company must state the country in which it is incorporated in all business documents and communications.
    • The company must display its name and the country of incorporation at every place where it carries on business in Sri Lanka.
  7. Changes and Notifications:
    • If there are any alterations in the charter, statutes, memorandum and articles, directors, or addresses, the company must deliver a return to the Registrar with the updated information.
    • If the company ceases to have a place of business in Sri Lanka, it must notify the Registrar immediately.

These steps are based on the information provided in the context and are specific to overseas companies. Local companies may have different requirements and procedures for registration.


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