Running your own business is possibly every aspiring entrepreneur’s dream.
Most people chase the excitement of being responsible for making their own decisions, guiding a workforce and eventually becoming financially independent with the business’s success.
Before you run a business however, you have to register it.
That’s just the first step.
The job never ends at company registration.
There’s a lot of other things you need to do like:
- Communicate with the registrar of companies on any changes
- File and pay your taxes on time
- Maintain employee records and pay EPF/ETF on time
and so much more.
While CEO’s, COO’s, Directors and Shareholders are busy running daily operations and driving profitability – the question arises as to who makes sure that the company is on track with it’s compliance commitments.
This is where a company secretary steps in.
Think of a secretary as the backbone of any organization. They help the owners achieve and sustain their entrepreneurial dreams.
They will take care of everything from making sure the company is legally incorporated to compliance.
In this blog, we’ll talk about everything there is to know about how a company secretary in Sri Lanka will help you grow your organisation.
What are the duties of a company secretary?
So, how exactly will a secretary help you grow your business?
For starters, they will fulfil multiple key duties and roles.
Especially for registered companies, a secretary will be a key player in growing the business from day one.
Taking that into account – we’ve broken down a secretary’s key duties and roles into two main sections:
- Company registration in Sri Lanka
- Post registration compliance and activities
Let’s take a look at each one in depth.
Company registration in Sri Lanka
You can’t register a company in Sri Lanka without a company secretary.
Having one is a qualifier of registration.
But what do they exactly do during company registration?
A secretary does one main task while you register your new company.
Fill and submit documents to the registrar of companies.
Aside from this, they’re actually involved in the entire registration process.
Here’s a breakdown of a company secretary’s main and sub-duties during registration:
- Advise your Company on name approval
- Apply for name approval of your Company
- Advise your Company on submitting the Articles of Association
- Preparation of Articles of Association
- Preparation of Form 1, 18 and 19
- Submission of the documents for Company registration
- Obtain the Certificate of Registration of your Company
- Obtain certified copies of Form 1, 18, 19
- Issue of Shares in your company (Form 6)
- Supporting the Board in preparing resolutions for post-incorporation formalities, such as opening a bank account.
- Sign bank account opening forms as the Company Secretary
- Provide a rubber seal (Director seal and address seal) to sign cheques
- Register the Company for income tax (TIN)
Additionally, the Companies (Amendment) Act, No. 23 of 2024, has introduced new duties, including,
- Beneficial ownership disclosure: Companies must identify and disclose their beneficial owners to the Registrar of Companies at the time of incorporation and whenever shares are issued or transferred.
- Qualified Secretary at incorporation: The Company Secretary you appoint must meet the updated qualifications criteria outlined in the Company Secretaries Regulations. (See “What should you look for when hiring a Company Secretary in Sri Lanka?” section for more information)
There’s a lot to do, and a company secretary usually acts as a guiding light.
Useful reading material: Here’s everything you need to know when drafting your Articles of Association
Post registration compliance and activities
The paperwork doesn’t end right after registration.
In-fact, it never stops.
Some of these tasks include:
- Opening bank accounts
- Filing annual returns.
- Formally communicating changes in the company name, address, directors to the Registrar of Companies.
- Passing resolutions.
- Maintaining minute books, share certificates and share registers.
As noted above, companies are legally required to notify the Registrar of Companies (ROC) of any changes to key corporate information, such as the company’s name, registered address, directors, or share structure.
Additionally, the Companies (Amendment) Act, No. 23 of 2024, has introduced new tasks, including,
- Annual returns: Annual returns may require beneficial ownership information once the new format is finalized by the ROC.
- Statutory registers: Companies are now required to maintain an internal Register of Beneficial Owners.
- Communicating with ROC: The new section 433A of the Companies Act 2024 gives the Registrar the explicit power to request explanations, clarifications, or further information on any document filed. So, ROC filings must now be handled more carefully.
- Scope of “Legally Compliant” has now significantly expanded as follows,
- Sustainability reporting: Listed companies will need to comply with SLFRS S1 and S2 from 2025. While this doesn’t apply to private companies, secretaries of listed entities will support ESG reporting efforts.
- Auditor Independence: As per the 2024 Gazette notice, a person cannot serve as both the Company Secretary and the auditor of the same company.
- Issuing shares (Form 6): Issuing shares will likely require disclosure of updated beneficial ownership within 20 working days, as per the Companies (Amendment) Act and anticipated regulations.
- Issuing shares now triggers a requirement to disclose beneficial ownership information within 20 working days.
Making sure that your company is legally compliant
Aside from that, making sure that your company stays legally compliant is a major responsibility of a secretary.
A company needs to make sure that the work they’re doing is within the framework of the Companies act No. 07 of 2007.
In addition to the Companies act, company activities are always governed by relevant legal procedures as well.
Now, it gets a little tough for a CEO to keep track of all these legal procedures as times goes on.
This is why having a company secretary is so important.
They will always make sure that whatever you and the company does is legally allowed.
Act as an advisor and coordinate on company matters
Your company records must always be in order, well documented.
Especially information about finances and details on shares etc.
Usually, a company secretary takes on this responsibility.
In addition, one of the most important roles of the Company Secretary is to act as a link between your company and other authorities.
For this, the Company Secretary has to coordinate with institutions and authorities to complete transactions and submit documents on behalf of the company.
Arranging the Annual General Meeting (AGM) of the company will be a major part in this coordination because that’s the event where the Board of Directors and shareholders get to discuss all the company’s work done in the past year and future plans in the company.
These activities will always be communicated back to the Board of Directors of the company:
- Liaising with the bank and Government authorities etc..
- Executing instructions of the Board of Directors
- Coordination of meetings of Company & Directors
- Arranging the Annual General Meeting
Secretaries make sure you have the necessary tools to run a business.
What should you look for when hiring a company secretary in Sri Lanka?
First, you need to make sure that your secretary is actually qualified for the job.
When you’re choosing your pick, make sure that they’re at least a:
- Lawyer/ Registered Company Secretary
- Chartered accountant/ Registered Company Secretary
- Member of the Association of Chartered Secretaries and Administrators
- Member of the Institute of Cost and Management Accountants (CIMA)
- Member of the Institute of Certified Management Accountants (CMA)
- Have at least 20 years experience in the Company Secretaries Field
However, the Companies (Secretaries) Regulations, No. 1 of 2023 have introduced a significant changes in terms of how registered company secretaries are regulated in Sri Lanka.
Who it applies to:
These regulations apply to secretaries of companies with either a stated capital of LKR 500,000 or more, or an annual turnover of LKR 1 million or more.
Key highlights
- Company secretaries must be registered through the eROC system.
- The new regulatory framework clearly explains who can legally act as a Company Secretary. So, make sure your chosen Company Secretary meets these criteria.
- Company secretaries must stay updated through the Continued Professional Development (CPD) program to stay informed about any legal or regulatory changes.
When hiring a Company Secretary, ensure they’re not only qualified, but also officially registered and keeping up with CPD requirements.
Secretaries don’t necessarily need to be full-time inhouse employees. Instead, you can outsource your company’s secretarial services to any one of these qualified individuals.
Most start-ups and small businesses prefer this route since hiring an in-house secretary can be quite costly.
Latest legal and regulatory updates
Since the corporate landscape is ever-evolving, staying informed about recent changes is a must. If you’re running a business in Sri Lanka, here are the key changes that you and your Company Secretary need to know.
- Companies (Amendment) Act, No. 23 of 2024
This act has introduced a few important changes. If your company uses assets as security for loans, you now need to register those floating charges under the new Secured Transactions Act, No. 17 of 2024. It’s important that your Company Secretary understands how this impacts your business.
- Prohibition on dual roles
A new regulation introduced in 2024 clearly states that a Company Secretary cannot also act as an auditor of the same company. Ensure these two roles are handled by separate individuals or firms.
- Proposed amendments to the Companies Act (2025)
A new bill has been proposed (not yet law as of mid-2025). But it signals key potential changes.
Key proposals consist of:
- Single shareholder company incorporation: Making it easier for solo entrepreneurs to register their businesses.
- Prohibition of bearer shares: A move to reduce hidden ownership
- Mandatory disclosure of beneficial ownership: Companies will be required to maintain a register of who really owns or control them and share it with the Registrar of Companies.
- Easier director removal & dispute mediation: Making internal company issues easier to resolve.
Whether you’re a business owner or Company Secretary, staying informed about these changes is crucial to keep your company compliant.
Appoint Simplebooks as your Company Secretary!
If you’re a start-up, small business or even an established organization looking to outsource your company’s secretarial needs, Simplebooks is the perfect fit.
We’re not only a registered company secretary in Sri Lanka.
We’re also certified tax advisors and chartered accountants with in-house legal counsel.
This means that by outsourcing us as your company’s secretary, you’re actually tapping into an extended resource pool.
In the future, when your company grows and you need senior accounting, tax and legal advice services; you would already have the resources at hand.
FAQs
People that are qualified as lawyers, chartered accountant or have at least 20 years of experience in the company secretaries field can become one by obtaining a certificate from the Registrar of Companies.
Additionally, if you’re a member of the Association of Chartered Secretaries and Administrators or CIMA or CMA – you’re qualified to become a secretary.
The short answer is, any (registered company) needs a Company Secretary.
If your company meets the threshold of LKR 500,000 in stated capital or LKR 1 million in annual turnover, the Company Secretary should be qualified and registered in accordance with the new regulations.
However, if your company falls below this threshold, one of your directors can act as a Company Secretary, but only if the following conditions are met:
1. There needs to be at least two directors in the company
2. The director acting as the secretary has to have sound knowledge of the Companies Act.
Yes. Every company needs a company secretary.
A Company Secretary takes on a lot of duties and roles.
Some of these roles include:
* Submit Annual Returns to the Registrar of Companies
* Notify the ROC of changes to the company’s address, Directors, and the name of the Company
* Amend Articles of Association
* Pass Special resolutions and Ordinary resolutions as and when required
* Any letters to the Government Departments
* Handle all matters related to the allotment of shares, issuance of share certificates, maintenance of the statutory share register, and conducting the appropriate activities connected with share transfers.
* Provide guidance on opening bank accounts or accessing specific banking services
* Offer legal guidance on the structural matters of the company
* Certify documents related to the company
