Registering A Limited Company Steps

1. Obtain a name approval (as mentioned in page 3)
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.)

• Form 1 – REGISTRATION OF A COMPANY Form 18 – CONSENT AND CERTIFICATE OF DIRECTOR (should be filled by each Director)
• Form 19 – CONSENT AND CERTIFICATE OF SECRETARY / SECRETARIES

Note:

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–

• Employees of the company; or
• Former employees of the companies who became shareholders of the company while being employees of such company and who have continued to be shareholders after ceasing to be employees of the company.

3. Submit the above mentioned documents to the information counter to check whether they are in the correct format. If in order, submit it to the Shroff counter. The registration fees are Rs. 11,200 including VAT (Form 1 – Rs. 10,000/= , Form 18 – Rs. 500/= , Form 19 – Rs.500/= , Articles of Association – Rs. 500/= + 12% VAT)

Note:

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)]

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.

Information Provided by:

CENTRAL BANK OF SRI LANKA

www.cbsl.gov.lk