Your Step-by-Step Guide to Private Limited Company Registration in Sri Lanka
Are you planning to start a new business in Sri Lanka? We, at Simplebooks, are here to make things more easy for you!
Starting a business is no easy feat; it is more than ticking boxes and completing forms. It is about chasing your dream, building something of your own from scratch, and taking a big step into the future. But honestly, between all the required steps, the process can be a little overwhelming.
That’s why we created this simple and easy to follow guide to walk you through registering your private limited company in Sri Lanka.
From choosing the right name to staying on top of your legal requirements, you will learn everything you need to confidently set up your business and launch it.
So, let’s take the first step. Your business journey starts here, with our help!
Why Register a Business?
Registering your business is so much more than just ticking a box on a legal form; it’s the cornerstone of building your own business that can grow. When you take the step to officially register your business in Sri Lanka, you’re not just getting legal protection; you’re also improving your credibility with customers and partners, opening doors to financing and investment opportunities, and qualifying for government contracts and tenders. That is why registration is the most important first step in transforming your business idea into a solid and respected venture.
- Legal protection for your business and personal assets
- Credibility with customers, suppliers, and banks
- Access to finance and investment opportunities
- Eligibility for government tenders and contracts
Here are important steps to take:
1. Reserve Your Company Name
Brainstorm and Check Name Availability
Coming up with a name for your company is not just the first step in your registration journey; it’s also one of the most exciting things to do! Begin by brainstorming a bunch of creative names that truly capture the essence of your brand and your business vision. If you’re thinking about a name, you can check its availability first using the eROC system.
Naming Rules and Restrictions
When choosing a name for your company, make sure it’s not the same as or too similar to any already registered businesses. Also, avoid using restricted terms like “Presidential,” “National,” “Sri Lanka,” or anything that might imply a connection to the government.
Use the Simplebooks Name Check Tool
Tips and Further Guidance
If you are looking for expert tips on choosing a catchy name that meets all the legal requirements, take a look at our detailed guide on How to Name a Business in Sri Lanka.
2. Appointing Directors for Your Company
Appointing directors for your company is important as they play a key role in guiding and managing the business. If you’re setting up a private company in Sri Lanka, you’ll need to have at least one director who is a resident of the country.
Learn the director’s role by reading our blog.
Minimum Shareholder Requirements
To set up a private company in Sri Lanka, you’ll need at least one shareholder, and you can have up to 50. These shareholders can be either individuals or other companies, including the directors themselves.
Adding and Transferring Shareholders
When a company is registered, shareholders are included right from the start. If more people want to get involved later, they can do so by either issuing new shares or transferring existing ones, all in line with your company’s articles.
Want to learn more about Shareholders? Take a look at our detailed blog on Shareholders.
4. Choose a Qualified Company secretary
Legal Requirement for Every Company
Every business in Sri Lanka needs to have a company secretary. If your company’s stated capital is LKR 500,000 or higher, or your annual turnover reaches at least LKR 1,000,000, it’s a legal requirement to have a qualified secretary on board.
Who Can Be a Qualified Company Secretary?
To qualify as a company secretary, a person must be at least 18 years old, a Sri Lankan citizen, and hold either a Certificate of Practice as a company secretary, be an Attorney-at-Law, or be affiliated with a recognized professional body such as the Institute of Chartered Accountants of Sri Lanka or the Chartered Governance Institute. Moreover, a registered company, sole proprietorship, or partnership can also act as your company secretary, as long as they comply with the required legal obligations.
Main Duties of the Company Secretary
The company secretary is key to ensuring smooth operations. They take care of maintaining statutory records, filing documents with the relevant authorities, organizing meetings, recording minutes, and making sure your company remains legally compliant.
Learn More
To make things easier for you, we have created a detailed guide on everything you need to know about the Company Secretary in Sri Lanka.
If you are looking for professional support with appointing or managing your company secretary, take a look at our Company Secretary Services guide to see how Simplebooks can help keep your business compliant and free from hassle.
5. Choosing Your Company’s Registered Address
Local Address Requirement
When you’re registering a company in Sri Lanka, it’s essential to have a local address. If your address features a clear unit number (for example, “345 Galle Rd, Colombo 00300”), the registration is generally straightforward and doesn’t typically need extra verification. If you’re in a rental situation, you can register your company first and then handle the lease under the company’s name.
Importance of a Reliable Address
Remember, this address will be used by government bodies, banks, and tax offices for all official communications. It’s crucial to select a trustworthy and accessible location to avoid missing any important updates or opportunities.
If you ever need to update your company’s registered address, you can follow the step-by-step instructions in our guide: How to Change Your Registered Office Address.
Next Steps
Now that you learned everything from reserving a company name to choosing your company’s registered address, the next step is preparing your documents.
Preparing and Submitting Your Documents
If you want a stress-free registration experience, getting your paperwork sorted is key. Here’s a list of documents you’ll need:
Form 1 – Company Registration: Rs. 5,290 (inclusive of 15% VAT)
Form 18 – Consent and Certificate of Director: Rs. 2,645 (inclusive of 15% VAT)
Form 19 – Consent and Certificate of Secretary/Secretaries: Rs. 2,645 (inclusive of 15% VAT)
To learn more about registering your company online in Sri Lanka, read our detailed blog post here.
If you are looking for a detailed breakdown of each required form and helpful tips on how to complete them, don’t forget to check out our guide online company registration blog.
Articles of Association for Private Company Registration
When starting a business in Sri Lanka, one of the essential documents you’ll need is the Articles of Association. This key document lays out how your company will function and clearly defines the rights and responsibilities of its shareholders. You have the option to use the standard version provided by the Companies Act or create a custom one, as long as it meets legal requirements.
For a clear overview, useful tips, and example templates, don’t miss our full guide: Articles of Association in Sri Lanka.
Step-by-Step Guidance Available
For a detailed, step-by-step walkthrough of the online registration process, check out our guide on Online Company Registration in Sri Lanka.
Manage Everything with Simplebooks Dashboard
For added convenience, simply make use of the Simplebooks Dashboard. It is designed to help you manage your documents and track your registration progress easily. And if you want to get started right away, don’t forget to visit our Private Limited Company Registration Dashboard.
Let the Experts Handle It for You
Do you prefer to have the experts manage everything for you? With Simplebooks’ Private Limited Company Registration Service, our team will take care of the entire process—from document preparation to securing your Certificate of Incorporation—so you can focus on confidently building your business.
Can Foreigners Register a Company in Sri Lanka?
Absolutely, foreigners can establish a private limited company and own shares in Sri Lanka. Just keep in mind that there are some important rules to follow.
Sectors Allowing Full Foreign Ownership
In general, 100% foreign ownership is permitted in most industries. This means you can fully own your company in Sri Lanka, unless it’s in a restricted sector.
Sectors with Foreign Ownership Restrictions
Some industries have restrictions or do not allow foreign shareholding:
- No foreign ownership: Pawn broking, coastal fishing, and retail trade with foreign capital
under USD 5 million. - Up to 40% foreign ownership: Sectors like agriculture, mining, mass communication, education, and travel—unless you get special BOI approval.
For a detailed step-by-step guide, make sure to read our guide on How to Register a Company in Sri Lanka as a Foreigner.
Post Registration Process
Once you have successfully completed your pvt ltd company registration in Sri Lanka, you can move onto the post-registration process. For this, you need to:
Arrange company stamps
These include stamps for the company, directors, and secretary.
Apply for the Tax Identification Number (TIN)
For an in-depth step-by-step guide and the newest updates, make sure to explore our articles!
Open a Bank Account for Your Private Limited Company
Choosing the Right Bank and Branch
When it comes to choosing the right bank and branch for your business, it’s important to pick a reputable institution and a location that’s easy for you to access. Think about factors such as how accessible the branch is, what business banking services they offer, and the overall reputation of the bank. Keep in mind that only licensed commercial banks can set up current accounts for cheque transactions
Selecting the Appropriate Account Type
Pick the account type that fits your needs:
- Current Account: Required for issuing cheques; usually has a minimum balance.
- Savings or Money Market Account: Suitable if you don’t need cheques and want to earn interest.
- Foreign Currency Account: For handling international transactions, with proof of foreign currency inflows.
Here’s a tip: To get the best interest on your extra cash, consider linking a money market account with your current account.
Register the company for EPF and ETF
Managing the Employee Provident Fund and Employee Trust Fund (EPF and ETF) can be quite a task for those who run private limited companies inSri Lanka.
Take a look at our guide and learn everything you need to know about EPF and ETF in Sri Lanka, from getting registered to making those all-important payments.
Simplebooks is your one-stop shop for everything you need to register, manage, and grow your company in Sri Lanka.
Consult one of our experts today — we are here to help every step of the way!