How to Register a Company in Sri Lanka as Foreigner

Thinking of expanding your horizons and setting up shop in the South Asian region of the planet? In that case, Sri Lanka is a land that shows a lot of promise! But how does the set-up process work? Are there specific rules or guidelines you need to follow? What is the most reliable way of getting your foreign company registered in Sri Lanka?

Since you asked, here is your all-inclusive guide to company registration in Sri Lanka

Must-know Facts

As a foreigner looking to start a business in Sri Lanka, there are few things that may be required of you prior to company registration ;

The selection of a local Company Secretary.

In order to get your company registered, it is crucial to select a local company secretary that’ll guide and assist you with all related processes. This is best done by your trusted accounting firm, which in the case of the Simplebooks consists of a separate company secretarial department that in turn provides a full suite of cost effective company secretarial services.

Useful links: How to choose the right company secretary, hassle-free

Rules and Restrictions

Before we dive into the details, here’s a quick look at certain restrictions you might need to follow before setting up store.

1. Reserved for Lankans

With the best interest of the local communities in mind, some areas and industries in the Lankan arena are solely reserved for those of Lankan origins. These forbidden areas include;

• Money Lending
• Pawn Broking
• Coastal Fishing
• Retail Trade (if investment is less than $5million)
• Security Provision services (private or otherwise)

        2. 40% or Nothing

Depending on the industry you choose to invest in, you may only be allowed 40% or less foreign ownership. These specific industries happen to be ;

• Shipping
• Travel
• Freight Forwarding
• Mass Communications
• Education
• Deep Sea Fishing
• Timber based industries
• Tea, Rubber, Cocoa, Spice, Rice, and Sugar processing industries
• Mining and primary processing of Non-Renewable Natural Resources
• Production of goods where lankan exports are subjected to International Quota Restrictions

          3. Approval from the Line Ministry

Some areas in the Lankan scope may require special approval from the Line Ministry. They are ;

• Large Scale Mining
• Lottery
• Currency or Coin manufacture
• Drugs, Alcohol and other substances
• Arms, Explosives and Ammunition
• Aircraft and Military equipment
• Coastal Shipping

Remember that the amount of approval you receive solely depends on the ministry personnel, so best be polite about it!

    4. Permission from the BOI

Not all business needs BOI approval to conduct their business.  However, Companies like manufacture, retail, branch office, etc. required permission from BOI. It takes around USD 5 million to obtain Board of Investment (BOI) approval.

To obtain this you will need to

1. Have a discussion with the BOI with regards to your intentions and targets you wish to achieve.
2. Prepare an application for approval.
3. Obtain a corporate bank account.
4. Conduct a name check with the Registrar of Companies.
5. Get your “Articles of Association” approved.
6. Present the share certificate.

This is also an area in which Simplebooks shine, as our secretarial team is well-equipped when it comes to alterations of the articles of association as well as the management of share certificates.

Now that you are aware of what’s required before your registration process begins, let’s get started!

Step 1 : Getting Your Company Name Approved

Getting your company name approved should be the first thing you do on your route to registration. You can log onto the website of the  Department of Registrar of Companies and try searching for the name you’ve selected to make sure there aren’t any other registered companies with similar names. Remember to have at least four unique names selected for your company, as if your name is found to be similar to an existing company, chances are it will not be approved.

Step 2 : Filling Up Registration Forms

If your company name gets approved, next you will need to fill out the following forms;

1. Form 1 (Section 4) – lists the company name, type, address, no. of directors, their information along with the number of shares.
2. Form 18 (Section 203) – lists the number of companies, company name, details of director along with his date of appointment.
3. Form 19 (Section 221) – lists company details along with those of the secretary.

All forms will have to be printed out as handwritten forms will not be tolerated during registration.

Step 3 : Acquiring the Articles of Association

As you may already know, the articles of association are documents that specify the regulations for a company’s operations. Each Lankan company is governed under the articles belonging to the Company Act 7 of 2007, which requires companies to ensure all changes to company names, directors, shareholders and share capital are notified to the Registrar of Companies.

Confused? Not to worry! We here at Simplebooks specialise in providing expert advice on issues relating to Company Act 2007, along with compliance as well as administrative issues.

You can also find out more on the articles of association by paying a visit to our blog on How to Construct Company Articles of Association.

Step 4 : Public Notice and Bank Account

Congratulations, your registration has been completed! Now you will have to make your company exclusive within the local hemisphere by issuing a public notice to at least 3 local newspapers. Remember to clearly include your company name, type, address, and registration number clearly on your notice.

Next up, open yourself a corporate bank account under the company name. You will receive a cheque and internet banking facilities, which should suit you perfectly when you start conducting your business!

And there you have it, the most reliable and easy way of getting your foreign company set up in the paradise island of Sri Lanka.

Anything that needs to be clarified? Feel free to contact us.

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