From 30th March 2026, all newly incorporated companies in Sri Lanka must disclose their beneficial owners to the Registrar of Companies.
The rule comes under the Companies (Amendment) Act No. 12 of 2025 and the Companies (Beneficial Ownership) Regulation No. 1 of 2026. After completing eROC registration, Companies must submit beneficial ownership details through a separate government portal. Failure to do so means the incorporation will not be treated as complete.
What Has Changed: The New Requirement at a Glance
Previously, a company completing its incorporation through the eROC system needed to submit Forms 1, 18, and 19 along with its Articles of Association. That process remains unchanged. What is new is what happens immediately after: once incorporation fees are paid and the eROC process is complete, all companies must now log into a separate, dedicated Beneficial Ownership portal at bo.drc.gov.lk using their eROC credentials and submit two additional forms: BO 5 and BO 1.
The Two New Forms You Must File
Form BO5 — Details of the Authorised Person (AP). This is the first form you should prepare because it identifies the natural person who will be responsible for maintaining the company’s beneficial ownership registration and ongoing compliance. They should be a resident in Sri Lanka. Once you obtain the signature of the AP, you can prepare the next form: Form BO1
Form BO1 — Declaration of Beneficial Ownership. This form captures the full details of every individual who qualifies as a beneficial owner of the newly incorporated company.
Both forms must be submitted through the official BO Portal at bo.drc.gov.lk before the incorporation process can be treated as finalised.
As per the new regulation, failure to submit these forms will result in the incorporation being resubmitted. In practical terms, this means a company that completes its eROC registration but skips the BO portal step will not be treated as fully incorporated. Directors, company secretaries, and business owners should treat the BO portal submission as part of the standard incorporation checklist to get their business up and running.
What Information Must Be Disclosed?
The disclosure requirements are detailed and specific. When filing Form BO1, companies must provide the full name, date and place of birth, nationality, countries of residence, last known address, all other relevant addresses, tax identification numbers, other identification numbers, contact details, for each beneficial owner and the extent of their beneficial ownership.
Form BO5 similarly requires detailed information about the Authorised Person: the individual resident in Sri Lanka who will be the registered point of contact for the company’s BO register, responsible for maintaining its accuracy and keeping it up to date. This person must be a natural person physically resident in Sri Lanka.
Two-Tier Public Access
The information will be stored in a two-tier public access system, with some information only being available to the public and more sensitive information restricted only to authorised authorities. Not all of this information becomes fully public. The law creates a two-tier system:
Publicly accessible (on request to the Registrar): Full name, nationality/citizenship, countries of residence, business address, and the nature and extent of beneficial ownership.
Restricted to authorised authorities only: Full identifying details including identification numbers, tax numbers, date of birth, and residential address. These are available to the Financial Intelligence Unit, the Attorney General, Inland Revenue, Customs, and relevant regulatory bodies.
Full information via RTI: Members of the public may apply for more complete information under the Right to Information Act.
Penalties for Non-Compliance
Failure to carry out these new obligations carry serious consequences. Non-compliance is not treated as a minor administrative oversight — it is a criminal offence that can result in both fines and imprisonment for directors and officers personally.
Critically, these penalties apply personally to directors and officers — not just to the company as a legal entity. Every individual who held a directorial or officer position at the time an offence was committed may be held liable. This is a deliberate design: it ensures that personal accountability sits at the heart of the compliance framework.
Existing Companies: Your Deadline Is Coming
The 30th March 2026 mandatory submission requirement applies immediately to all new incorporations. However, companies that were already registered before the law came into operation are subject to a separate transition deadline. Existing companies must submit their beneficial ownership information within six months of the law’s operative date. This means that virtually every company registered in Sri Lanka will need to complete BO filings well before the end of 2026.
Every depositary of a licensed stock exchange must additionally notify the Registrar of all shareholders holding 10% or more within 30 days of the operative date.
Do not wait. Begin identifying your beneficial owners and gathering the required documentation now.
How to Comply: A Step-by-Step Guide for New Companies
1 Complete Standard eROC Registration
Proceed through the existing eROC process as normal: reserve your company name, submit Forms 1, 18, and 19, upload your Articles of Association, and pay the incorporation fees.
2 Identify Your Beneficial Owners
Before logging into the BO portal, identify every natural person who holds 10% or more of shares or voting rights, or who exercises effective control. Gather their full personal details, identification numbers, and tax identification numbers.
3 Appoint an Authorised Person
Appoint a natural person who is resident in Sri Lanka to serve as the Authorised Person who will maintain the beneficial ownership register. This person’s details will be submitted on Form BO5.
4 Log Into the BO Portal
Visit bo.drc.gov.lk and log in using your existing eROC credentials, selecting “Company User” as the login type.
5 Submit Form BO1 and Form BO5
Complete and submit both forms through the portal. First you have to complete Form BO5, which covers the Authorised Person, and then complete the Form BO1, which covers the beneficial owner details. Both must be submitted for the process to be complete.
6 Maintain Your Internal Register
Establish and maintain an internal beneficial ownership register at your company’s registered office. This register must be kept accurate, updated within 20 working days of any change, and retained for at least 10 years (5 years after dissolution).
The Bigger Picture: Sri Lanka’s Place in the Global Transparency Movement
Sri Lanka is not alone in making this change. Over 100 countries now maintain some form of beneficial ownership register, and the global trend is firmly toward greater transparency and public accessibility. The United Kingdom, the European Union member states, and most OECD economies have had mandatory registers for years.
Sri Lanka’s adoption of this framework places it in alignment with international best practice and opens the door to improved standing with international investors and financial institutions who increasingly conduct due diligence on a jurisdiction’s governance standards before committing capital.
