Online Company Registration In Sri Lanka – A Step By Step Guide

If you’re finally ready to take that leap and start your own business – congratulations!

But first, let’s get your company registered. 

The Government has recently introduced “eROC”, a service where you can register your business online, instead of visiting the Department of the Registrar of Companies (DRC) to submit the forms, one by one. 

Now, this doesn’t mean that you’ll never have to visit the Government office again, but it does help make the process of registering a Private Limited Company easier.

Registering your business can be a confusing and time consuming task. To help make this easier, we’ve created this step by step guide to help you register your business online.

Step 01 – Name reservation

1. Check whether your company name is available

Before you register your company, you need to find a unique name for your business.

Searching for a unique company name can be done online through the website of the Department of the Registrar of Companies. This section of the website can be accessed without an account. 

You can also check for your unique company name here.

If you also need help coming up with a unique company name, you can read our guide as well.  

If you’re checking for your company name through the e-ROC website, all you need to do is type in the company name you’ve picked to see if it’s available.

By using this service, there’s a way to ensure your future company name isn’t taken.

If another company already exists with the name you’ve chosen, the website will show it to you.

If there’s no other company registered under the same name, the website will show you this:

If you see this, that means your company name is available. You can now reserve the name. 

Make sure to grab a domain name identical to the name your company is going to be registered under. Lankahost is what we use to buy all our .lk domains. We also use Godaddy for our international domains and hosting.

2. Register an account with eROC

Unlike checking for registered companies, to access the other parts of the process, you need an account. 

The account is free to make. Click on ‘Login’ or ‘Login for online services’ to begin.

Click ‘register as a member’.

Chose country of origin

Fill out your details and click on ‘Next’

Enter a valid email address – this can be either your private or company email. Afterwards, create a password and click on ‘Register’.

After that, you’ll need to verify your email address.

Congratulations! You now have an account.

3. Name reservation process

Login to your newly created account, and click on ‘Name Reservation’.

Then, propose a name for your company. 

Have you already thought of the perfect name for your company? Select the type of company and enter your desired company name.

If the company name is available and you’d like to reserve it, click on ‘Proceed Now’

If the name isn’t available, it’ll indicate that the company name needs to change. If there is an abbreviation in the company name, the ROC requires an explanation.

Step 02 – Company registration

Once your company name is approved, you should receive an email with the name approval number. 

There are five steps that you have to follow in order to register your company. 

1. Fill company details 
2. Give shareholder details 
3. Download and fill relevant documents 
4. Upload completed documents 
5. Complete payments 

1. Fill company details 

All that’s left for you to do is to select the type of company and provide basic company details such as;

1. Registered office address
2. Province 
3. District
4. Divisional Secretariat Division
5. Grama Niladhari Division
6. Postal code
7. E-mail address of the company

As for the main objective of your company, select what suits your company the most from the options that are available in the menu. 

2. Enter shareholder details

Under stakeholders, you’ll need to include details of directors, company secretary/secretaries and shareholders.

Enter information about each director’s first and last name, province, district, divisional secretariat division, address, passport, NIC number, phone number and email address. 

By clicking the ‘Add New’ button, you can enter details of multiple directors, if your company should have any.

After adding the directors, fill in the information of your designated, registered company secretary from their name to their NIC number. This includes, adding their registration number to confirm they fit the local regulations.

If you don’t have a company secretary, don’t worry about it. We’re a registered company secretary.

We’re here to assist and represent you!

Simplebooks can fill in the details, regarding the company secretary. You can read more on why we believe every business is complete with a company secretary here.

After that, you’ll need to enter your shareholder’s/shareholders’ details. 

3. Download, fill and upload relevant documents 

The system generates Form 1, Form 18 and Form 19. Click the download button to receive pdf versions of the form. It requires your signature, along with additional details that you have to manually enter. 

Form 1 – Company Registration (Rs. 5,290 with VAT 15%)

Form 18 – Consent and Certificate of Director (Rs. 2,645 with VAT 15%)

Form 19 – Consent and Certificate of Secretary/Secretaries (Rs. 2,645 with VAT 15%)

After you’ve completed filling the forms, with the signature of your company secretary and your signature, scan these documents and save it as a pdf file. They don’t accept any other file type, to be valid. Upload each individual file carefully and to its relevant field.

4. Submit articles of association

Additionally, the Article of Association needs to be drafted by you or a company secretary.

A company may either adopt the standard set of Articles of Association in Table A of the Companies Act of Sri Lanka or draft its own Articles of Association.

Useful links: How to draft your Articles of Association the right way

5. Payment

After you fill in and upload all the necessary documents, you can now make payments. 

You can pay either from a debit or credit card. 

Step 03 – Give public notice of incorporation

The company registration process doesn’t end here. After everything else is done and confirmed, the final procedure is to give public notice.

This is usually done by publishing a small blurb on the local papers. This is the only process that cannot be completed online. This is compulsory, and your registration application would not be accepted if this step isn’t completed.

This should include the;

1. Company registration number 
2. Registered office address 
3. Name of the company

This should be on at least one issue of the Gazette and in at least one issue of a daily newspaper in the Sinhala, Tamil and English languages. 

Get started with Simplebooks!

As a registered corporate secretary, Simplebooks can register your company for you. 

There are two packages to choose from depending on your requirements.

Both packages from basic and premium focus on helping you register your business with ease, while you can focus on important tasks.

Our premium package lets us be with you, every single step of the way; from registering your business, to publishing a gazette notice, to producing your company seals.

It is a crucial requirement in every company to maintain accurate records of important statutory documents, and this contribution is made by a company secretary. 

For example a company secretary will take care of:

1. Incorporation papers
2. Director’s consent to act
3. Director’s resolutions
4. Shareholder agreements
5. Drafting articles of association
6. Preparing board resolutions to open banks accounts
7. Annual returns in the company registers and files.)
8. Help companies with director changes, address changes, name changes, share transfers and etc

Make sure to checkout our pricing options!

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What’s next after registering your business?

1. Post registration compliance 

Company registration is only the first step of running a law-abiding company in Sri Lanka. There’s a number of other legal requirements you need to adhere to afterwards. 

Some of these include;

• Opening a tax file 
• Maintain book-keeping records of company transactions
• Auditing and paying tax
• Taking care of EPF/ETF requirements of the employees you hire

2. Open a tax file 

• You need to have your taxes sorted out as a registered company in Sri Lanka. Opening a tax file is the first step of this process. If you do not properly pay your taxes, the government can take legal action against you. 
• You can register and open a tax file either through the post or you can do it online. 
• Sri Lankan businesses function under the 1st April – 31st March financial year.
• If you’re a newly registered company in Sri Lanka, you have to open a tax file 30 days after the end of your first financial year. 
  
  You can access a comprehensive guide on income taxes here.

3. Maintain bookkeeping records 

• It’s very important to maintain your bookkeeping records in order! We’ve written an entire blog post on it. You can read it here.

4. Compute tax and file tax returns 

• Your company has to pay irs taxes on or before the 30th of September each year. 
• After that, you need to file the company’s tax returns on or before the 30th of November. 
• We’ve posted an entire blog post dedicated to Income tax that you can read here.
• The percentage of Corporate Income Tax (CIT) that you have to pay to the government will change depending on the type of business you run. 

• For example: if you run a Small and Medium Enterprise (SME), you’ll have to pay 14% CIT. If you run a large scale business, your CIT will be 28% and if you run a liquor or tobacco business, your CIT will be 40%.
• We recommend you speak to your company secretary or hire a professional service like Simplebooks. 

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