Registering A Limited Company Steps
Articles of the Association –
May be prepared according to the First Schedule (Model Article) in the Companies Act No. 7 of 2007.
Articles of association set out in the First Schedule applies in respect of any company other than a company limited by guarantee, except to the extent that the company adopts articles which exclude, modify or are inconsistent with the model articles.
The articles of a private company shall include provisions which –
(a) prohibit the company from offering shares or other securities issued by the company to the public; and
(b) limit the number of its shareholders to fifty, not including shareholders who are–
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.
[*public notice – Where public notice of any matter is required to be given under the Act, that notice shall be given by publishing a notice of that matter–
(a) In at least one issue of the Gazette; and
(b) In at least one issue of a daily newspaper in the Sinhala, Tamil and English (three papers) languages, circulating in the area in which–
(i) the company’s place of business;
(ii) if the company has more than one place of business, the company’s principal place of business; or
(iii) if the company has no place of business or the location of neither its principal place of business nor any other place of business is known to the person required to give the notice, where the company’s registered office, is situated. (clause 529(4) of Companies Act No. 7 of 2007)]
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.
Information Provided by:
CENTRAL BANK OF SRI LANKA