Registering your company is the first and most important step of starting a business.
But that’s not all you need to do.
Once you register, there’s a few other things left to take care of like:
On this blog, we’re going to specifically talk about filing annual returns through form 15.
18 months after incorporating (registering) your company, you need to file your Annual Returns to the Registrar of Companies.
But what exactly are Annual Returns?
Well, it’s not exactly a financial document.
It’s more like a yearly snapshot of your company’s:
The ROC uses this information to make sure that your company’s information is up-to-date.
This is why filing annual returns is so important.
You use Form 15 to officially file in your Annual Returns.
Form 15 is the document used to file Annual Returns.
We’ll go into depth about Form 15 in this blog.
Yes, it is.
Under Section 131 of the Companies Act No. 07 of 2007, you need to file annual returns if you own a Limited Company.
When you register your company, you include all your public information like your company’s:
If there’s any change made to this information, you have to mention it when you’re filing in your Annual Returns.
Once Form 15 is completed, it has to be submitted to the ROC within 30 days of the last AGM that was held by your company.
You need to file your first Annual Return 18 months after you have registered your company.
After that, you need to file them every 12 months.
Filing your Annual Returns in Sri Lanka is a two-step process:
Step 01 – Hold an Annual General Meeting (AGM)
Step 02 – File Form 15
Let’s take a look at these steps in detail.
An AGM is a compulsory yearly meeting every Limited Company needs to hold.
The Board of Directors are responsible for holding the AGM every year.
Here, the Directors will present an annual report about the company’s performance and work strategy to the Shareholders.
The shareholders will vote on the current issues of the company.
These issues can range from:
Holding the AGM is the first step to filing Annual Returns.
The first AGM after registering your company has to take place within 18 months.
After the first AGM, every other AGM has to be held within 12 months.
You also have to hold your AGM:
Once you either:
all that’s left to do is fill in and submit Form 15 within 30 working days of this.
The Board of Directors are responsible for filing this document.
Remember, all the details need to be printed. The Registrar of Companies does not accept hand written forms.
Here’s how you fill in Form 15.
You need to fill in your:
You only need to fill this part in if your share register is divided into 2 or more registers.
Remember, these registers also need to be kept in different places.
Again, you only need to complete this section if any of the records are not kept at the company’s registered office.
You can mention or update all information regarding shares issued by the company here.
Include or update:
of your existing and new directors.
Include or update:
of your existing and new secretary/secretaries.
Useful additional links: Here’s how you can choose the perfect company secretary for your business
Include or update:
of your existing or new auditors.
Here you need to mention the date of the last Annual Returns.
In case this is the company’s first time filing Form 15, the date of incorporation/registration has to be mentioned.
Part 07 – Information of Existing and Past Shareholders
by the persons that were listed as shareholders since the 30th day of the AGM.
Here, you can mention the:
of the people who are no longer shareholders of the company since the last Annual Returns were filed or since the date of registration.
You will also have to annex a list of the shareholders to this form at this point.
If you have registered for charges under section 102 of the Companies Act No. 07 of 2007, you have to mention:
1. Date and Description of the instrument creating charges
2. Amount paid
3. Name and Address of persons entitled to the charges
This section is to prove that an AGM was conducted by your company or a Resolution was passed instead. For this the date of the meeting or Resolution must be mentioned along with the signatures of a Director and the secretary/ secretaries.
This section is to prove that you held either an AGM or passed a resolution during the current financial year.
You have to mention:
in this part.
Still, have more questions? Let us help you!
You only have to fill in the next two sections if you own a Private Limited Company.
Here, the directors declare that all the legal procedures in their company were conducted under the Companies Act No.7 of 2007
This section certifies that:
If a company fails to file Annual Returns in Sri Lanka, the company will:
If you’re a new company that needs help filing your Annual Returns or if you have a really busy schedule, Simplebooks can help.
We’re a registered company secretary that can file your annual Annual Returns the right way at the Registrar of companies, ensuring compliance with the Sri Lankan laws.
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