Beneficial ownership filing in Sri Lanka (2026)

Every company in Sri Lanka that had beneficial owners on 30 March 2026 must file their details with the Registrar of Companies by 21 October 2026. That is the revised deadline the Registrar set on 30 September 2026. Existing companies file Form BO 07 online at bo.drc.gov.lk. Each form costs Rs. 2,300, plus applicable taxes.

This guide follows the Companies (Amendment) Act, No. 12 of 2025 and the Companies (Beneficial Ownership) Regulations, No. 01 of 2026, both in force from 30 March 2026. Everything below was checked on 8 October 2026. If you would rather we file for you, see our corporate secretarial service.

Who is a beneficial owner?

Section 130J of the Act defines a beneficial owner as “a natural person who ultimately owns or controls ten per cent or more of a company, in whole or in part, through, direct or indirect ownership or control of shares or voting rights or other ownership interest in that company”. The definition “also includes a natural person who exercises effective control through other means”.

Effective control can be indirect. The Act gives examples: a chain of ownership, the power to appoint or remove a director, or the ability to take strategic decisions about the company (section 130J). The Registrar’s BO 07 form asks about ownership in three ways:

• Direct ownership.
• Indirect ownership through intermediaries.
• Effective control by other means: majority voting rights, veto rights or reserve powers, a key senior management position, or shares held under a nominee arrangement.

A beneficial owner is always a natural person. Where another company holds the shares, the beneficial owners are the people who own or control that company.

Who must file by 21 October 2026?

Every company incorporated or registered under the Companies Act, No. 07 of 2007, or an earlier companies law, that had beneficial owners on 30 March 2026 (section 130H(1) and regulation 6). The Act gave these companies six months from that date. The Registrar first set 30 September 2026, then moved it to 21 October 2026 in its notice of 30 September 2026. The beneficial ownership rules also cover offshore and overseas companies registered under the Act (section 130A(10)).

The notice warns that “Failure to comply within the extended period may result in the application of relevant provisions under the applicable laws and regulations.”

Which form do you use?

The Registrar’s user guide names these forms. The time limits come from the Act and the regulations.

Each company must appoint a natural person as its authorised person and tell the Registrar on BO 05 (regulation 4). The Act gave existing companies three months from 30 March 2026 to make the appointment (section 130C(3)).

Other changes have their own limits. A share transfer must be reported within twenty working days (regulation 2(2)). Any other change in beneficial ownership must reach the Registrar within fourteen working days of the company receiving the details (section 130A(7)). A new company files at incorporation, as our guide to registering a private limited company explains.

How do you file on bo.drc.gov.lk?

The Registrar’s guide for existing companies sets out these steps:

1. Go to bo.drc.gov.lk. Sign in with the company’s eROC registered email address and password, and choose the Company User login.
2. On the dashboard, choose “Manage Authorized Person” and complete BO 05. Review it, download and print it, have it signed, then scan and upload it.
3. Complete BO 07 with each beneficial owner’s details: name, citizenship and identity details, address, and the nature and extent of their ownership or control. Review, download, print, sign, scan and upload it.
4. Add the forms to the cart and pay online.
5. Keep the confirmation and reference number. The guide says “Your submission is considered complete only after successful payment and receipt of the acknowledgement.”

Checklist before you start

• The eROC email address and password the company uses.
• The authorised person’s details, and their signature on BO 05.
• For each beneficial owner: full name, nationality, NIC or passport number, and address.
• The nature and extent of each one’s ownership or control, direct or through other companies.
• A scanner, because the signed forms are uploaded.
• A way to pay online.

What does it cost?

The Registrar charges Rs. 2,300 for each beneficial ownership form, BO 01 to BO 07, plus applicable taxes (Gazette Extraordinary 2480/48, Schedule II, checked 8 October 2026). BO 05 and BO 07 are each listed in that schedule.

What happens if a company misses the deadline?

The Act sets out four consequences:

• A directive. If the Registrar has reasonable grounds to believe a company has missed a time period in section 130A, the Registrar issues a written directive to comply within seven working days (section 130E).
• A fine or imprisonment. A company that fails to file the details for 30 March 2026 commits an offence. On conviction it faces a fine of up to Rs. 50,000, imprisonment of up to six months, or both (section 130H(4)).
• Heavier penalties for other breaches. A company that breaks certain duties under section 130A, or knowingly gives false or misleading details, withholds a beneficial owner’s details or makes a false entry in its register, faces a fine of up to one million rupees, imprisonment of up to ten years, or both (section 130G(1)). Its directors and officers are treated as having committed the offence unless they prove they did not know, or used all due diligence to prevent it (section 130G(2)).
• Ownership that isn’t recognised. Beneficial ownership that has not been disclosed and registered “may not be claimed or be recognised for any lawful purpose” (section 130F).

Questions people ask

Is beneficial ownership information public?

In part. The Registrar makes each beneficial owner’s full and former names, nationality, country of residence, business address, and the nature and extent of their ownership available to the public (section 130D(1)). Anyone who wants more may apply for it under the Right to Information Act, No. 12 of 2016 (section 130D(1)).

What if a beneficial owner’s details change?

The company must notify the Registrar within fourteen working days of receiving the details (section 130A(7)). A change of name, address, contact details, nationality, NIC number, Tax Identification Number or passport number goes through the Beneficial Ownership Change Module of the eROC system (regulation 7).

Our corporate secretarial service handles beneficial ownership filings along with the annual return and the statutory registers. Ask us about your filing before 21 October 2026.