Beneficial Ownership (BO) Filing Requirements
The Department of the Registrar of Companies has introduced new mandatory Beneficial Ownership filing requirements under the Companies (Beneficial Ownership) Regulations No. 1 of 2026, which came into operation on 30 March 2026.
Under the new Regulations, every company is required to complete the relevant Beneficial Ownership and Authorised Person filings with the Registrar of Companies.
What Companies Need to File
The new requirements include the following filings:
Form BO5 – Appointment of Authorised PersonForm BO5 is used to appoint and notify the Registrar of Companies of the company’s Authorised Person. The Authorised Person must be a natural person residing in Sri Lanka.
Form BO7 – Initial Beneficial Ownership FilingForm BO7 is the initial beneficial ownership filing required from existing companies. It records the company’s beneficial ownership details as required under the Regulations.
Form BO4 – Annual Return Beneficial Ownership FilingForm BO4 is the annual beneficial ownership declaration that must be submitted together with the company’s Annual Return. It confirms the beneficial owner or beneficial owners of the company as at the date of the Annual Return.
Accordingly, companies should ensure that the relevant Beneficial Ownership and Authorised Person filings are completed so that their Annual Return can be properly submitted.
What the Regulations Require
The principal requirements under the Companies (Beneficial Ownership) Regulations No. 1 of 2026 include:
Regulation 3 requires every company to deliver its beneficial ownership details to the Registrar together with its Annual Return in Form BO4.
Regulation 4 requires every company to appoint a natural person as its Authorised Person and notify the Registrar using Form BO5.
Regulation 6 requires existing companies with beneficial owners as at the date the Regulations came into operation to submit the relevant beneficial ownership information using Form BO7.
How ECSS Can Assist
Easy Company Secretarial Services (Pvt) Ltd (ECSS) can assist your company with the Beneficial Ownership compliance process, including:
Identifying and documenting the company’s beneficial ownership information;
Preparing the BO5, BO7 and BO4 filings;
Coordinating the required information and supporting documentation;
Submitting the relevant filings to the Registrar of Companies; and
Ensuring the Beneficial Ownership requirements are addressed as part of the company’s annual compliance process.
Companies should ensure that their beneficial ownership information is accurate and kept up to date, particularly where there are changes in shareholding, ownership or control.
Official Sources
The relevant Regulations and official information issued by the Department of the Registrar of Companies can be accessed below:
ROC Notice – Beneficial Ownership Regulations
Comments