Registering a private limited company in Sri Lanka is governed by the Companies Act No. 7 of 2007. Here’s a step-by-step guide on how to go about it:

Step 1: Name Reservation

Name Search: Conduct a name search to ensure that the proposed company name is not already in use. This can be done through the Department of the Registrar of Companies (ROC) website.
Name Reservation Application: Submit Form A16 (Name Reservation Form) to reserve the company name. This name will be reserved for 3 months.

Step 2: Preparation of Documents

Articles of Association: Prepare the Articles of Association for the company, which outlines the regulations for the management of the company.
Form 1: Application for Registration of a Company. This includes the company’s name, the registered office address, details of directors, and details of the secretary.
Form 18: Consent and Certificate of Director.
Form 19: Consent and Certificate of Secretary

Step 3: Submission of Documents

Submit the following documents to the Department of the Registrar of Companies:
- Form 1 (Application for Registration of a Company)
- Articles of Association
- Form 18 (Consent and Certificate of Director)
- Form 19 (Consent and Certificate of Secretary)
- Name Reservation Certificate received after name reservation.

Step 4: Payment of Registration Fees

Pay the prescribed registration fees.

Step 5: Issuance of Certificate of Incorporation

Upon approval of the submitted documents and payment of fees, the Registrar of Companies will issue a Certificate of Incorporation. This certificate signifies that the company is duly incorporated under the Companies Act No. 7 of 2007.

Step 6: Post-Incorporation Requirements

Register for Taxes: Register with the Inland Revenue Department to obtain a Taxpayer Identification Number (TIN) and other necessary tax registrations such as VAT if applicable.
Open a Bank Account: Open a bank account in the name of the company for financial transactions.
Maintain Statutory Registers: Maintain the necessary statutory registers, including the register of members, register of directors, and register of secretaries.
File Annual Returns: Ensure that annual returns and other necessary documents are filed with the Registrar of Companies as required.

Additional Considerations

Board of Directors: A private limited company must have at least one director who is ordinarily resident in Sri Lanka.
Company Secretary: A company secretary must be appointed. The secretary can be an individual or a corporate entity.
Registered Office: The company must have a registered office in Sri Lanka.

Guide to Registering a Private Limited Company in Sri Lanka

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