Pvt Ltd Company Registration in Sri Lanka: A Comprehensive Guide

The registration of a private limited company is one of the most important processes that any entrepreneur who wants to set up a business in Sri Lanka should undertake. This guide is a simple checklist of the process starting from getting approval for your business name up to the post-registration compliance. This guide will be useful for anyone who wants to register a Pvt Ltd company in Sri Lanka whether you are a local Sri Lankan or a foreign investor.

Guide to Company Registration in Sri Lanka

A private limited company is one of the most common business structures in Sri Lanka and it has some benefits including limited liability, easy-to-raise capital and legal entity status. It is always advisable to register a business as a private limited company if one is serious about carrying out business in Sri Lanka as this makes the business legal in the country. The following is a step-by-step guide on how to register your company.

Steps to Register a Pvt Ltd Company in Sri Lanka

Step 01: Approval for Your Business Name

The first procedure of Pvt Ltd company registration in Sri Lanka is to choose a unique and appropriate name for your company. After you have come up with some possible business names, it is very simple to search for their availability on the Department of the Registrar of Company’s website. This tool helps you to know whether the name you have chosen for your business has been taken by another person. It is always wise to have alternative names in mind just in case the first one you choose is not available.

If your desired name is available, It is always recommended to reserve a domain name that is as close as possible to your business name. This will go a long way in creating your online presence.

Local domain providers such as Lankahost can help in the process of registering a . lk domain is perfect for companies that are based in Sri Lanka or have operations in this country. For those who are interested in getting international domains, GoDaddy is a good choice.

After you have settled on the business name, the next thing is to register it with the Registrar of Companies. This reservation means that your chosen name is reserved for three months during which you can go through the registration processes. The reservation process costs Rs. 2,300 plus VAT.

Step 02: Submit Company Registration Forms

After getting a business name, the next step is to compile and submit the necessary forms for Pvt Ltd company registration in Sri Lanka.

• Gather and Fill Forms:

  • Form 1 – Company Registration: Costs Rs. 4,600 + VAT.

  • Form 18 – Consent and Certificate of Director: Costs Rs. 2,300 + VAT for each Director.

  • Form 19 – Consent and Certificate of Secretary/Secretaries: Costs Rs. 2,300 + VAT.

• Choosing the Right Company Secretary: The choice of the company secretary should be done in a way that they will be able to meet statutory obligations. The secretary is also responsible for ensuring legal and regulatory compliance.

• Submission Guidelines: All forms can be viewed and filled with all the information you provided initially where you can print and attach the signed copies in the last stage.

Step 03: Submit Articles of Association

The Articles of Association contain the provisions for the management of the company and determine the powers of the directors and the privileges of the shareholders.

• Prepare the Articles of Association: It is possible to use the model set out in Table A of the Companies Act or develop the Articles of Association on your own. Ensure that they comply with the legal requirements.

• Submit the Documents: You can attach the signed copy of the finalized Article of Association along with the other forms that are required. The submission will cost Rs. 2,300 + VAT.

Final Step: Obtain a Business Registration Certificate

After going through all the above steps, you will be issued with the business registration certificate within two to three weeks. This certificate is evidence that your company is legally recognized as a legal entity in Sri Lanka.

Related: Partnership Business Registration in Sri Lanka: A Comprehensive Guide

What’s Next After Registering Your Pvt Ltd Company?

After the Pvt Ltd company registration, there are several post-registration compliance steps that the company has to undertake to meet the legal requirements and run the business in Sri Lanka effectively. 

01. Post-Registration Compliance

• Opening a Tax File: It is necessary to open a tax file to stay compliant with Sri Lankan tax regulations. It is possible to register and open a tax file either through the post or online. The financial year in Sri Lanka starts from 1st April to 31st March, so be careful with the deadlines.

• Maintaining Bookkeeping Records: Bookkeeping is a crucial aspect of any business since it helps in the financial management and legal requirements of the business. It is important to keep records of all the transactions that take place to ease the auditing process and to enhance transparency.

• Auditing and Paying Taxes: Regular audits are necessary to ensure your financial records are accurate. Another important factor is to ensure that you pay your taxes on time so that you do not incur any penalties. The tax payment deadline is 30th September each year, and the deadline for filing tax returns is 30th November.

• EPF/ETF Requirements: If you have employees, you must manage the Employee Provident Fund (EPF) and Employee Trust Fund (ETF) for their benefit.

02. Registering with the Labour Department

When you hire your first employees, there are additional registrations required to ensure compliance with labour laws.

• Register Your Company in the Labour Department: This is a one-time process that must be done when you hire your first employee.

• Register with the ETF Board: Similar to the Labour Department registration, this is also a one-time process required when you hire your first employee.

• B Card Registration: Each employee must be registered with the EPF Department, and a B Card must be maintained for each employee.

  

Starting and running a business can be a complex process, but you're not alone. We offer a Free consultation to assist you in the complex Pvt Ltd company registration process in Sri Lanka. 

Our experts can provide personalized guidance to ensure that your business is set up for success from the start. Remember, compliance doesn't end with registration; ongoing adherence to regulations is key to maintaining your business's legitimacy and success. 

Feel free to reach out for help with any aspect of the registration process or post-registration compliance.