Your Step-by-Step Guide to Private Limited Company Registration in Sri Lanka
Are you planning to start a new business in Sri Lanka? We, at Simplebooks, are here to make things more easy for you!
Starting a business is no easy feat; it is more than ticking boxes and completing forms. It is about chasing your dream, building something of your own from scratch, and taking a big step into the future. But honestly, between all the required steps, the process can be a little overwhelming.
That’s why we created this simple and easy to follow guide to walk you through registering your private limited company in Sri Lanka.
From choosing the right name to staying on top of your legal requirements, you will learn everything you need to confidently set up your business and launch it.
So, let’s take the first step. Your business journey starts here, with our help!
Why Register a Business?
Registering your business is so much more than just ticking a box on a legal form; it’s the cornerstone of building your own business that can grow. When you take the step to officially register your business in Sri Lanka, you’re not just getting legal protection; you’re also improving your credibility with customers and partners, opening doors to financing and investment opportunities, and qualifying for government contracts and tenders. That is why registration is the most important first step in transforming your business idea into a solid and respected venture.
- Legal protection for your business and personal assets
- Credibility with customers, suppliers, and banks
- Access to finance and investment opportunities
- Eligibility for government tenders and contracts
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:
- Post registration compliance
- Open a tax file
- Maintain bookkeeping records
- Compute tax and file annual returns
On this blog, we’re going to specifically talk about filing annual returns through form 15.
What are Annual Returns and 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 update of your company’s:
- Current management and ownership
- Changes made within the past 12 months
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.
What is Form 15?
Form 15 is the document used to file Annual Returns.
You can download this form through the eROC or here.
We’ll go into depth about Form 15 in this blog.
Is it mandatory to file Annual Returns?
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.
What do I include in Form 15?
When you register your company, you include all your public information like your company’s:
1. Address
2. Directors
3. Shareholder
4. Auditors
5. Shares
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.
When do I file in Form 15?
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.
All annual returns (Form 15) must now be filed electronically through the official eROC website.
How do I file Annual Returns in Sri Lanka?
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.
Step 01 – Hold an Annual General Meeting (AGM)
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:
- Appointments to the board of Directors
- Dividend payments
- Executive compensation
- Selection of auditors
and etc.
Holding the AGM is the first step to filing Annual Returns.
Important things to remember,
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:
- Within 6 months from the balance sheet
- Before 15 months after the last AGM.
If you’re unable to hold an AGM,
- The Directors of the company have to pass resolutions regarding all issues that were supposed to be discussed during the AGM.
- 85% of the shareholders have to sign these resolutions.
- Afterwards, the resolutions have to be submitted to the ROC with the Form 15.
- This Resolution must be signed by 85% of the shareholders and then submitted with the Form 15 to ROC.
Step 02 – File Form 15
Once you either:
- Hold an AGM
OR
- Pass resolutions (if you’re unable to hold an AGM)
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.
You can now file your annual return entirely through a digital process. It is described as follows,
eROC account setup: Directors and company secretaries must have individual user accounts on the eROC portal. The companies that registered before the launch of eROC system must first be “connected” to those user accounts by submitting a request to the ROC.
Online preparation: The company secretary or director must log in to the eROC account to prepare the annual return by filing in the required information directly on the portal.
Download & Sign: The eROC system generates the completed form 15. This official form must be downloaded and physically signed by both the director and the company secretary.
Upload & Pay: The scanned, signed form must then be uploaded back to the eROC portal, and the statutory fees must be paid online to complete the submission.
Here’s how you fill in Form 15.
Part 01 – Fill in Company details
You need to fill in your:
- Company number
- Company name
- Date of incorporation
- Registered address
- Date of annual return
Part 02 – Mention Company shares
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.
Part 03 – Include company record information
Again, you only need to complete this section if any of the records are not kept at the company’s registered office.
Part 04 – Include share details
You can mention or update all information regarding shares issued by the company here.
Part 05 – Include details of Company Directors, Secretaries and Auditors
Directors
Include or update:
- Full name
- NIC or Passport number
- Residential Address
of your existing and new directors.
Secretaries
Include or update:
- Full name
- Address
- Nationality
- Registration number
of your existing and new secretary/secretaries.
Useful additional links: Here’s how you can choose the perfect company secretary for your business
Auditors
Include or update:
- Full Name
- Address
of your existing or new auditors.
Part 06 – Mention details of your previous Annual Return
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
Existing Shareholders
Enter the:
- Full name
- Residential Address
- Number of share held
by the persons that were listed as shareholders since the 30th day of the AGM.
Past Shareholders
Here, you can mention the:
- Full name
- Residential Address
- Number of shares held
- Date of registration of Transfer
of the people who are no longer shareholders of the company since the last Annual Returns were filed or since the date of registration.
Part 07 – Charges
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
Part 08 – Date of AGM/Resolution
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:
- Full name of Director
- Full name of Secretary
- Signature of Director
- Signature of Secretary
in this part.
Part 09 – Details of Private Limited Company
You only have to fill in the next two sections if you own a Private Limited Company.
Section 01
Here, the directors declare that all the legal procedures in their company were conducted under the Companies Act No.7 of 2007
Section 02
This section certifies that:
- The public was not invited to subscribe to any shares of the company
- There is a limit of 50 shareholders in the company
What happens if I don’t file Form 15 in Sri Lanka?
If a company fails to file Annual Returns in Sri Lanka, the company will:
- Face up to Rs. 100,00 or more in fines
AND
- Each Director will face a fine not exceeding Rs. 50,000
File your Annual Returns with Simplebooks!
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.
Simplebooks will:
- Prepare your Annual Returns statements
- Complete Form 15
- Ensure your company’s filing is done in compliance with the laws
FAQs
Yes.
If you are an owner of a registered limited company in Sri Lanka, it is compulsory to file in Annual Returns.
This is explicitly stated in the terms of Section 131 of the Companies Act No. 07 of 2007.
If Annual Returns are not filed, there will be a fine imposed on your company. Each Director will face a fine not exceeding Rs. 50,000.00 and the company can face a fine upto Rs. 100,000.00 or more.
The Directors of your company should fill this form after the AGM.
It should be printed. The ROC does not accept handwritten documents.
You can download the form from the eROC.
Once you complete the form, submit it to the ROC within 30 days of the AGM.
Read a detailed guide on how to file form 15 here.
A company has to call an AGM of Shareholders once every calendar year (12 months).
For this purpose, the AGM should be held:
1. Within 6 months from the balance sheet
2. Before 15 months from the last held AGM
If you’re a new company, your first AGM should be held within 18 months of incorporating (registering).
If a company fails to file Annual Returns in Sri Lanka, the company will:
1. Face up to Rs. 100,00 or more in fines
AND
2. Each Director will face a fine not exceeding Rs. 50,000
To avoid the fines, the Directors of the company can agree to pass a resolution instead.
The resolution should include all matters required to be taken up at the AGM.
It should also have signatures of 85% of the shareholders.
If your NGO is incorporated as a Company Limited by Guarantee, you have to file Annual Returns through Form 15A.
You can download this form here.
Step 01 – Hold an AGM or pass a board resolution.
Step 02 – Submit Form 15 to the Registrar of Companies.
Read our detailed guide on how to file Annual Returns here.
It’s compulsory to file your Annual Returns on time.
If they’re late, your company will be charred a penalty.
To avoid this you must file in Annual Returns within 12 months of the last filing date.
If it is the first filing, then it must be done within 18 months of incorporating your company.
1. Reserve Your Company Name
Brainstorm and Check Name Availability
Coming up with a name for your company is not just the first step in your registration journey; it’s also one of the most exciting things to do! Begin by brainstorming a bunch of creative names that truly capture the essence of your brand and your business vision. If you’re thinking about a name, you can check its availability first using the eROC system.
Naming Rules and Restrictions
When choosing a name for your company, make sure it’s not the same as or too similar to any already registered businesses. Also, avoid using restricted terms like “Presidential,” “National,” “Sri Lanka,” or anything that might imply a connection to the government.
Use the Simplebooks Name Check Tool
Tips and Further Guidance
If you are looking for expert tips on choosing a catchy name that meets all the legal requirements, take a look at our detailed guide on How to Name a Business in Sri Lanka.
2. Appointing Directors for Your Company
Appointing directors for your company is important as they play a key role in guiding and managing the business. If you’re setting up a private company in Sri Lanka, you’ll need to have at least one director who is a resident of the country.
Learn the director’s role by reading our blog.
Minimum Shareholder Requirements
To set up a private company in Sri Lanka, you’ll need at least one shareholder, and you can have up to 50. These shareholders can be either individuals or other companies, including the directors themselves.
Adding and Transferring Shareholders
When a company is registered, shareholders are included right from the start. If more people want to get involved later, they can do so by either issuing new shares or transferring existing ones, all in line with your company’s articles.
Want to learn more about Shareholders? Take a look at our detailed blog on Shareholders.
4. Choose a Qualified Company secretary
Legal Requirement for Every Company
Every business in Sri Lanka needs to have a company secretary. If your company’s stated capital is LKR 500,000 or higher, or your annual turnover reaches at least LKR 1,000,000, it’s a legal requirement to have a qualified secretary on board.
Who Can Be a Qualified Company Secretary?
To qualify as a company secretary, a person must be at least 18 years old, a Sri Lankan citizen, and hold either a Certificate of Practice as a company secretary, be an Attorney-at-Law, or be affiliated with a recognized professional body such as the Institute of Chartered Accountants of Sri Lanka or the Chartered Governance Institute. Moreover, a registered company, sole proprietorship, or partnership can also act as your company secretary, as long as they comply with the required legal obligations.
Main Duties of the Company Secretary
The company secretary is key to ensuring smooth operations. They take care of maintaining statutory records, filing documents with the relevant authorities, organizing meetings, recording minutes, and making sure your company remains legally compliant.
Learn More
To make things easier for you, we have created a detailed guide on everything you need to know about the Company Secretary in Sri Lanka.
If you are looking for professional support with appointing or managing your company secretary, take a look at our Company Secretary Services guide to see how Simplebooks can help keep your business compliant and free from hassle.
5. Choosing Your Company’s Registered Address
Local Address Requirement
When you’re registering a company in Sri Lanka, it’s essential to have a local address. If your address features a clear unit number (for example, “345 Galle Rd, Colombo 00300”), the registration is generally straightforward and doesn’t typically need extra verification. If you’re in a rental situation, you can register your company first and then handle the lease under the company’s name.
Importance of a Reliable Address
Remember, this address will be used by government bodies, banks, and tax offices for all official communications. It’s crucial to select a trustworthy and accessible location to avoid missing any important updates or opportunities.
If you ever need to update your company’s registered address, you can follow the step-by-step instructions in our guide: How to Change Your Registered Office Address.
Next Steps
Now that you learned everything from reserving a company name to choosing your company’s registered address, the next step is preparing your documents.
Preparing and Submitting Your Documents
If you want a stress-free registration experience, getting your paperwork sorted is key. Here’s a list of documents you’ll need:
Form 1 – Company Registration: Rs. 5,290 (inclusive of 15% VAT)
Form 18 – Consent and Certificate of Director: Rs. 2,645 (inclusive of 15% VAT)
Form 19 – Consent and Certificate of Secretary/Secretaries: Rs. 2,645 (inclusive of 15% VAT)
To learn more about registering your company online in Sri Lanka, read our detailed blog post here.
If you are looking for a detailed breakdown of each required form and helpful tips on how to complete them, don’t forget to check out our guide online company registration blog.
Articles of Association for Private Company Registration
When starting a business in Sri Lanka, one of the essential documents you’ll need is the Articles of Association. This key document lays out how your company will function and clearly defines the rights and responsibilities of its shareholders. You have the option to use the standard version provided by the Companies Act or create a custom one, as long as it meets legal requirements.
For a clear overview, useful tips, and example templates, don’t miss our full guide: Articles of Association in Sri Lanka.
Step-by-Step Guidance Available
For a detailed, step-by-step walkthrough of the online registration process, check out our guide on Online Company Registration in Sri Lanka.
Manage Everything with Simplebooks Dashboard
For added convenience, simply make use of the Simplebooks Dashboard. It is designed to help you manage your documents and track your registration progress easily. And if you want to get started right away, don’t forget to visit our Private Limited Company Registration Dashboard.
Let the Experts Handle It for You
Do you prefer to have the experts manage everything for you? With Simplebooks’ Private Limited Company Registration Service, our team will take care of the entire process—from document preparation to securing your Certificate of Incorporation—so you can focus on confidently building your business.
Can Foreigners Register a Company in Sri Lanka?
Absolutely, foreigners can establish a private limited company and own shares in Sri Lanka. Just keep in mind that there are some important rules to follow.
Sectors Allowing Full Foreign Ownership
In general, 100% foreign ownership is permitted in most industries. This means you can fully own your company in Sri Lanka, unless it’s in a restricted sector.
Sectors with Foreign Ownership Restrictions
Some industries have restrictions or do not allow foreign shareholding:
- No foreign ownership: Pawn broking, coastal fishing, and retail trade with foreign capital
under USD 5 million. - Up to 40% foreign ownership: Sectors like agriculture, mining, mass communication, education, and travel—unless you get special BOI approval.
For a detailed step-by-step guide, make sure to read our guide on How to Register a Company in Sri Lanka as a Foreigner.
Post Registration Process
Once you have successfully completed your pvt ltd company registration in Sri Lanka, you can move onto the post-registration process. For this, you need to:
Arrange company stamps
These include stamps for the company, directors, and secretary.
Apply for the Tax Identification Number (TIN)
For an in-depth step-by-step guide and the newest updates, make sure to explore our articles!
Open a Bank Account for Your Private Limited Company
Choosing the Right Bank and Branch
When it comes to choosing the right bank and branch for your business, it’s important to pick a reputable institution and a location that’s easy for you to access. Think about factors such as how accessible the branch is, what business banking services they offer, and the overall reputation of the bank. Keep in mind that only licensed commercial banks can set up current accounts for cheque transactions
Selecting the Appropriate Account Type
Pick the account type that fits your needs:
- Current Account: Required for issuing cheques; usually has a minimum balance.
- Savings or Money Market Account: Suitable if you don’t need cheques and want to earn interest.
- Foreign Currency Account: For handling international transactions, with proof of foreign currency inflows.
Here’s a tip: To get the best interest on your extra cash, consider linking a money market account with your current account.
Register the company for EPF and ETF
Managing the Employee Provident Fund and Employee Trust Fund (EPF and ETF) can be quite a task for those who run private limited companies inSri Lanka.
Take a look at our guide and learn everything you need to know about EPF and ETF in Sri Lanka, from getting registered to making those all-important payments.
Simplebooks is your one-stop shop for everything you need to register, manage, and grow your company in Sri Lanka.
Consult one of our experts today — we are here to help every step of the way!