Company Secretary in Sri Lanka | Your Documents Done Right, On Time

1. What are the duties of a company secretary?
2. Company registration in Sri Lanka
3. Post registration compliance and activities
4. What should you look for when hiring a company secretary in Sri Lanka?
5. Appoint Simplebooks as your Company Secretary
6. FAQ’s

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:

1. Communicate with the registrar of companies on any changes 
2. File and pay your taxes on time
3. 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:

1. Company registration in Sri Lanka 
2. 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:

1. Advise your company on name approval
2. Apply for name approval of your company 
3. Advise your company on submitting the Articles of Association
4. Preparation of Articles of Association
5. Preparation of Form 1, 18 and 19 
6. Submission of the documents for company registration
7. Obtain the Certificate of Registration of your company 
8. Obtain certified copies of Form 1, 18, 19
9. Issue of Shares in your company (Form 6)
10. Prepare resolution to open a bank account
11. Sign bank account opening forms
12. Provide emboss seal and rubber seal to sign cheques
13. Register the company for income tax (TIN)

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 mentioned above, you constantly need to keep the Registrar of Companies (ROC) updated on the slightest change to your organization.

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:

1. Lawyer
2. Chartered accountant 
3. Member of the Association of Chartered Secretaries and Administrators
4. Member of the Institute of Cost and Management Accountants (CIMA)
5. Member of the Institute of Certified Management Accountants (CMA)
6. Have at least 20 years experience in the Company Secretaries Field

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. 

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. 

FAQ’s

1. Who can be a qualified company secretary in Sri Lanka?

People that are qualified as a lawyers, chartered accountant or have at least 20 years of experience in the company secretaries field can become one. 

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. 

2. Who needs a company secretary?

The short answer is, any (registered company?) needs a company secretary. 

If your turnover is less than a million rupees annually, one of the company directors can act as the secretary. To do this:

1. There need 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. 

If your turnover is more than a million rupees annually, you need to hire a qualified, registered secretary.

3. Is a company secretary necessary?

Yes. Every company needs a company secretary.

4. What is the role of Company Secretary?

A Company secretary takes on a lot of duties and roles.

Some of these roles include: 

1. Assisting with registering your business
2. Helping with post registration compliance (opening bank accounts, communicating with the ROC, paperwork, etc)
3. Making sure your company is legally compliant 
4. Advising on bookkeeping and maintaining records
5. Coordinating with the relevant outside authorities