Product Development Guidance

Registering a Business

The organization that is concerned with this is Department of the Registrar of Companies (ROC).

Registrar General of Companies
Department of the Registrar of Companies
“Samagam Medura”
400, D. R. Wijewardena Mawatha
Colombo 10
Sri Lanka.

Tel :- 94-11-2689208, 2689209
Fax :- 94-11-2689211
Email :- registar@drc.gov.lk
Web :- www.drc.gov.lk

Obtaining approval for registering a Name

Any organization registered under the Company Act No. 07 of 2007 should get a business name reservation.

Steps

1.
Search the database of the registered companies through information portal of ROC or search manually the books kept on the information counter of ROC to check whether the same name or similar names have been registered.
2.
Fill the Name search form (i.e., A16) through information portal or manually using the form collected from the information counter of the ROC after verifying that the same name is not recorded in the business names registry. If the name includes initials, please indicate what those initials stand for.
3.
The form A 16 is examined at the public information counter (if you hand over the form). More information may be requested depending on the manner in which the forms have been filled. This may be done by e-mail if portal is used.
4.
Send a Name search application using portal paying Rs. 581 (fees Rs. 500/= + 12% Value Added Tax (VAT) + Processing charges) (only Sampath e-Wallet, Master and Visa cards are accepted) or submit manually by paying Rs. 560 (Fees Rs. 500/= + 12% VAT) to the Shroff counter at the Department of ROC.
5.
The Name verification document is sent to the database administrator who will run a search for similar names which he will list and submit to the Registrar General of Companies.

A Limited Company

1. Obtain a name approval (as mentioned in page 3)

2. Fill Form Nos. 1, 18 and 19 together with two copies of Articles of Association prepared (on A4 paper). All forms should be printed or typewritten. (Hand written forms will not be accepted.)

Form 1 – REGISTRATION OF A COMPANY
Form 18 – CONSENT AND CERTIFICATE OF DIRECTOR (should be filled by each Director)
Form 19 – CONSENT AND CERTIFICATE OF SECRETARY /SECRETARIES

Note:

Articles of the Association –

May be prepared according to the First Schedule (Model Article) in the Companies Act No. 7 of 2007.

Articles of association set out in the First Schedule applies in respect of any company other than a company limited by guarantee, except
to the extent that the company adopts articles which exclude, modify or are inconsistent with the model articles.

The articles of a private company shall include provisions which–

a.
prohibit the company from offering shares or other securities issued by the company to the public; and
b.
limit the number of its shareholders to fifty, not including shareholders who are–
(i) employees of the company; or
(ii) former employees of the company who became shareholders of the company while being employees of such company and who have continued to be shareholders after ceasing to be employees of the company.

3. Submit the above mentioned documents to the information counter to check whether they are in the correct format. If in order, submit it to the Shroff counter. The registration fees areRs. 11,200 including VAT (Form 1 – Rs. 10,000/= , Form 18 – Rs. 500/= , Form 19 – Rs.500/= , Articles of Association – Rs. 500/= + 12% VAT)

Note:
If contents of the forms & articles are correct the certificate can be collected over the counter by producing the payment receipt on the next business day.

4. Within thirty working days of its incorporation under this Act, give public notice* of its incorporation, specifying

a.
the name and company number of the company ; &
b.
the address of the company’s registered office.

[*public notice – Where public notice of any matter is required to be given under the Act, that notice shall be given by publishing a notice of that matter–

a.
in at least one issue of the Gazette; and
b.

in at least one issue of a daily newspaper in the Sinhala, Tamil and English (three papers) languages, circulating in the area in which–


(i) the company’s place of business;


(ii) if the company has more than one place of business, the company’s principal place of business; or


(iii) if the company has no place of business or the location ofneither its principal place of business nor any other placeof business is known to the person required to give the notice, where the company’s registered office, is situated. (clause 529(4) of Companies Act No. 7 of 2007)]

Further information

If one would like to register a private company with shares issued to a foreign investor, it should be either with BOI approval or without getting BOI approval, provided it does not violate the limitations under section 3 of the Extraordinary Gazette Notification No. 1232/14 dated 2002.04.19 published under the Exchange Control Act (chapter 423 of the CLE). When preparation of articles for these, inclusion of Primary Objects are mandatory.


An Overseas Company in Sri Lanka

Eligibility for Registration

i.
Any company or body corporate incorporated outside Sri Lanka, whose business has been granted permission for the purposes of the Exchange Control Act, subject to the exclusions, limitations and conditions published in the Government Gazette No. 1681/10 of 22nd November 2010; and
ii.
has after the appointed date established a place of business within Sri Lanka; or
iii.
has before the appointed date, established a place of business within Sri Lanka and continues to have an established place of business within Sri Lanka on the appointed date.

 

Steps


1. Obtain a name approval (as mentioned in page 3).


2. Within one month from the date of establishment of its place of business within Sri Lanka, deliver the following to the Company Registrar for registration of business–

i.
a certified copy of the charter, statutes or memorandum and articles of association of the company or other instruments constituting or defining the constitution of the company and where that instrument is not in the official language of Sri Lanka or in English, a translation of that instrument in such language as may be specified by the Registrar;
ii.
a list of the directors of the company, containing such particulars with respect to the directors as are by the Companies Act No. 7 of 2007 required to be contained withrespect to directors in the register of directors of a company in the prescribed manner; [FORM 45]
iii.
the names and addresses of one or more persons resident in Sri Lanka authorized to accept on behalf of the company, service of documents and of any notice required to be served on the company in the prescribed manner; [FORM 46]
iv.
a statement containing the full address of the registered or principal office of the company in the country of origin and the principal place of business of the company within Sri Lanka; [FORM 44]
v.
a certified copy, certified of recent date, of any documentaffecting or evidencing the incorporation of the company; and
vi.
a valid Power of Attorney authenticated by the seal of the company authorizing the persons or person resident in Sri Lanka to act on behalf of the company.

Where an overseas company has established a place of business within Sri Lanka before the appointed date and has complied with the requirements of Part XIII of the Companies Act No. 17 of 1982 in relation to the delivery of documents and particulars, such company shall be deemed to have complied with 2 above.Where it appears to the Registrar that the corporate name of a registeredoverseas company would be precluded from registration under Section 7 of the Act had it been formed under this Act, the Registrar may take appropriate steps in terms of the Act to issue notice on the company to register another name approved by the Registrar.

 

Note:
1. A document shall be deemed to be duly certified if the document is certified to be a true copy –

i.
by an official of the government of such foreign country to whose custody the original is committed ; or
ii.
by a Notary Public of such country; or
iii.
by some officer of the company before a person havingauthority to administer an oath in that country; and by the signature or seal of that official, Notary Public or person being authenticated by an official of the Sri Lankan Embassy or High Commissioner in that country. In the case of a country where there is no Sri Lankan Embassy, the signatures may be authenticated by the TradeCommissioner; or any representative of the government of Sri Lanka in that country; or any member of the judiciary of that country; or any other person acceptable to the Registrar General of Companies.

2. Prescribed forms may be purchased from the department or downloaded from the website http://www.drc.gov.lk/


3.The current prescribed fees for registration are :–
For registration of an overseas company – Rs. 30,000/=
For registration of any document – Rs. 500/=
12% VAT is payable on all registration fees.


4. All forms must be printed or typewritten.

 

To follow the procedure to apply for a licence under section 34 of the Companies Act No. 7 of 2007 visit ROC website http://www.drc.gov. lk/

An Off-Shore Company in Sri Lanka

Companies that may be registered:

Any company or body corporate incorporated in Sri Lanka or under the laws of any foreign country may make an application to the Registrar General of Companies (hereafter referred to as Registrar) to be registered as an Off-shore company and to be referred to as such. Registration of the company will be subject to the Registrar being satisfied that –

a.
winding up or liquidation of such company has not commenced;
b.
a receiver of the property has not been appointed;
c.
there is no scheme or order in force suspending the rights of creditors; and
d.
there is no scheme or order in force suspending the rights of creditors; and
e.
the issue of the certificate of registration will not render defective any legal or other proceedings instituted or to be instituted by or against the company.

Grant of Certificate of Registration

 

a.
The issue of a certificate of registration will be subject to the above criteria and the discretion of the Registrar that the registration will be in the national interest and any conditions that the Registrar may embody in the certificate.
b.
The grant of a certificate of registration as an off-shore company shall entitle the company to carry on its business outside the shores of Sri Lanka and exempt the company from complying with any other provisions of the Act.

Steps


1. Obtain a name approval (as mentioned in page 3).


2. Deliver following documents for registration.

a.
A certified copy of the charter, statutes or memorandum and articles of association of the company or other instrument constituting or defining the constitution of the company and where that instrument is not in the official language of Sri Lanka or in English, a translation of that instrument in such language as may be specified by the Registrar;
b.
a list of the directors or those managing the affairs of the company, containing their full names, addresses, occupations and the offices they hold in the company; [FORM 45]
c.
the names and addresses of one or more persons who are residents in and are citizens of Sri Lanka who is or are authorized to represent the company; [FORM 46]
d.

statement containing the full address of –
(i) the registered or principal office of the company in the country of incorporation; [FORM 44]


(ii) the office of the company in Sri Lanka; [FORM 44] and


(iii) a certified copy (certified of recent date) of the incorporation of the company.

e.
the issue of the certificate of registration will not render defective any legal or other proceedings instituted or to be instituted by or against the company.

a valid Power of Attorney (authenticated by the seal of the company if applicable) authorizing the persons or person resident in Sri Lanka to act on behalf of the company.

3. Produce to the Registrar a certificate from a bank, that the prescribed sum to defray the expenses of the off-shore company for the purposes of its office in Sri Lanka has been deposited to the credit of an account at the bank in the name of the off-shore company.

4. Produce not later than 31st day of January each year (or such later date as the Registrar may approve) the following where an off-shore company intends to continue its business as an off-shore company.

a.
proof of payment of the prescribed fee in the prescribed manner; and
b.
a certificate referred to at (3) above.

 

Note:

Prohibition

An Off-shore company shall have power to carry on any business outside Sri Lanka but shall not be entitled to carry on any business within Sri Lanka.

It is not precluded from securing any benefits or advantages available under any written law applicable to it.

 

Cessation of Business

An off-shore company may cease carrying on business as an offshore company by giving notice to the Registrar on the prescribed form of its intention to do so. (Form 24) Prescribed forms may be purchased from the department or downloaded from the website http://www.drc.gov.lk/

The current prescribed fees for registration are :–

Amount to be credited to a bank to defray expenses of an off-shore company in Sri Lanka
for the purpose of its office – US $ 70,000.00
For registration of an offshore company – Rs. 60,000.00
For registration of any document – Rs. 500.00

12% VAT is payable on all registration fees.

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