Commercial LawIncorporating a Private Limited Company in Sri Lanka (A Simple Guide)

October 19, 20220

Incorporating a Private Limited Company in Sri Lanka (A Simple Guide)

The company incorporation process is now fully automated with the introduction of the eRoc system, which is a service which allows for the e-Registration of Companies online.

The following article explores the online e-ROC (e-Registration of Companies) process of incorporating a Private Limited Company in Sri Lanka.

Procedure

  • Create an account
  • To register an account with the e-ROC system, go to login/login for online services and click on ‘Register.’
  • Then choose the country of origin and proceed to fill in your personal details, contact information, and address.
  • Next, enter a valid email address and password, and click on “Register,” and your account will then be created.

 

  • Name Reservation
    • You would then have to reserve a Unique Company Name via the Registrar General of Companies. Searching for a unique company name can be done online via the website of the Department of the Registrar of Companies (ROC) (drc.gov.lk).
    • Suggest the name you wish to have for the company. Once entered, the e-ROC system will cross reference the name entered against its requirements and provide a response as to whether it contradicts with any conditions and will notify as to whether the name can be reserved or whether the name is required to be modified.
    • The company name reservation is valid for 3 months.
    • If there are no contradictions and the e-ROC approves the name, you can reserve the name by clicking the ‘Proceed Now’ button. You would have to enter the name in both the Sinhala and Tamil languages.
    • This process requires an online Payment of Rs.2160/- as at the date of this article. The payment amounts are subjected to change.
  • Incorporation
  • Upon obtaining approval for the company, go to the ‘Incorporate’ option to commence the company incorporation application through the e-ROC portal.

 

  • Company Details
  • You are required to enter the address of the company (including the relevant Province, District, City and Grama Niladhari Division from the dropdown) and a valid email address of the company.
  • Next, add at least one objective of the company to proceed, and click on the ‘CREATE NEW’ option.

 

  • Stake holders
  • Upon clicking the next option, you will be directed to the creation of stakeholders option.
  • The stakeholder creation option provides three subsections to create Directors, Secretary and Shareholders under the respective subsections.
  • (Note- you will not be permitted to add/remove Directors or Secretaries during re-submission. It is therefore recommended that you peruse the initial application carefully prior to submission).

 

  • Download forms
  • Once the details of the relevant stakeholders of the company are successfully filled in, you are then required to download and fill the following forms:

Form 1 – Company Registration)

Form 18 – Consent and Certificate of Director

Form 19 – Consent and Certificate of Secretary/Secretaries;

 

  • You are then required to upload the completed forms (with the signature of your company secretary and your signature) in pdf format.

 

  • Optional Sections
  • You will be directed to two sections which are optional which are the Inland Revenue section and Labor Department section.
  • Depending on your requirements, you can move on to the next section which will be the Payment section.

 

  • Payment
  • Upon making the necessary payment, the application can be submitted for the approval of ROC.
  • The applicant will be notified via the e-ROC portal on the respective incorporation application, if there are any shortcomings identified by the ROC officer.
  • If there are any shortcomings, the applicant must click on the ‘Incorporation Resubmission’ option to proceed to effect necessary corrections / changes.

 

  • Public Notice of Incorporation

 

  • The final step is to give Public Notice of Incorporation.
  • This step is now handled by the ROC itself. However, it is useful to know that according to Section 9 of Sri Lanka’s Companies Act No. 7 of 2007 and Section 3(a) of the Gazette Notice No. 1566/32 dated 12/09.2008, Public Notice must be given within 30 working days within the incorporation of a company.
  • The Notice of Incorporation specifying the name of the company, registration number, date of incorporation, and address of the registered office should be published in the Government Gazette and in any daily newspaper in three languages: English, Sinhala and Tamil.
  • The proof of publication should then be filed with the Registrar of Companies. The newspaper publications once handed over with the payment which depends on the size of the notice, will appear within 3 – 4 days.
  • The publication in the Gazette will appear within 2 weeks of submitting the request with the payment.

This is only a simple guide and not legal advice. For further information and assistance on company incorporation process in Sri Lanka, please do contact us on inquiries@veloxlegal.com.

Article by:

Sharendra Peiris, LL.B (London)

Paralegal

Velox Partners

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