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Frequently asked questions

Short answers to the questions we hear most. For advice on your situation, book a consultation.

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Company registration

What documents do I need to register a company in Sri Lanka?

Proposed company names, the business activity, identity documents and addresses of the directors, shareholders and company secretary, the registered office address and the planned shareholding. Foreign shareholders may need more. See company registration for the full list.

Can I register a company online?

The Registrar of Companies runs an online system, eROC, for most company registrations and filings. We prepare and file through it for you.

What is the difference between a private and a public limited company?

Under section 27 of the Companies Act, No. 7 of 2007, a private company cannot offer its shares to the public and can have up to 50 shareholders, not counting employees and certain former employees. A public company has neither limit, so it can offer its shares to the public.

How long does company registration take in Sri Lanka?

It depends on the Registrar of Companies and on how quickly the documents are signed. Neither is in our hands, so we can't promise a date.

Corporate secretarial

What happens if a company misses its annual return?

The company and its officers can face penalties, and out-of-date records cause problems with banks and buyers. We can bring the records up to date.

Agreements

What should a shareholder agreement cover?

Who decides what, and how new money comes in. What happens when a shareholder wants to sell, leaves or dies, or when the company is sold. How disputes are settled.

Is a contract valid if it isn't notarised?

Many business contracts are valid without notarisation. Some documents, such as deeds transferring land, must be executed before a Notary to be valid. Ask us before you sign.

Disputes

What is a letter of demand?

A formal letter, usually from a lawyer, that sets out what is owed or what must be done and gives a deadline before legal action.

How long does a court case take in Sri Lanka?

It varies with the court, the type of case and how the other side responds. Some cases take years. That is one reason we look at negotiation, mediation or arbitration first where they fit.

Property

What is a title search?

A check of the Land Registry records to trace who has owned the property and whether there are mortgages or other registered interests. A title search is normally done before any money is paid. Ask us about the property.

How long does a deed transfer take?

It depends on the title search, how quickly the parties sign and the Land Registry. We give you an estimate once we have checked the title.

Notarial work and Powers of Attorney

What is a Power of Attorney?

A document that gives another person authority to act for you.

Can a Power of Attorney be cancelled?

Yes, by a formal revocation, which must be registered with the Registrar General's Department.

Do I need to sign in person before the Notary?

Yes. A Notary attests only a signature made in their presence, by a person whose identity they have checked. If you are abroad, there are other routes, such as a Power of Attorney. Ask us which applies to you.

Is an attorney the same as a lawyer?

In Sri Lanka, a lawyer admitted to practise is an Attorney-at-Law, so in everyday use the two mean the same. "Attorney" on its own can also mean a person given authority under a Power of Attorney, who need not be a lawyer.

Accounting and tax

How often should a small business do its books?

Monthly. Up-to-date books make tax filings easier to prepare and show problems earlier. Ask us about your business.

Does my company need an audit?

Every company in Sri Lanka must have its financial statements audited. Ask us about your company.

What is a TIN?

A Taxpayer Identification Number issued by the Inland Revenue Department. Companies, and many individuals, need one to file returns.

What tax filings does a company have each year?

Usually an annual income tax return. A company registered for VAT also files VAT returns, and a company with staff files employee tax returns. Our guide to company tax obligations has the calendar.

Working with us

How do I book a consultation?

Use the form or call us. Tell us briefly what you need and we'll arrange a time with the right person.

How do you handle confidential information?

We use the documents and information you share to deal with your matter, and we keep them confidential unless the law requires us to disclose them. Our privacy notice explains who else processes data for us, such as our hosting and email providers.

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