Documents required for company incorporation in Sri Lanka

To incorporate a private limited company in Sri Lanka, you file Forms 1, 18 and 19. Form 1 is the application, Form 18 is a consent from each director and Form 19 is a consent from the secretary. If you are not using the model articles, you also file your own articles of association. After paying the fee, the company files its beneficial ownership details.

This page is the checklist we work from. For the full process, see our company incorporation service and our guide on how to register a private limited company.

What documents do you need?

What should the articles of association cover?

You do not have to write your own articles. The model articles in the First Schedule of the Act apply to a company except where its own articles differ from them (section 14). The Registrar publishes a model articles document you can download from its guidelines page.

If you do adopt your own, the Act says they may cover, in particular (section 13):

• the objects of the company,
• the rights and obligations of shareholders,
• the management and administration of the company.

Each initial shareholder signs them (section 4(1)). Put the company name in English, Sinhala and Tamil on the first page, as the Registrar asks.

Who can sign as a director or secretary?

A director must be a natural person. The Act disqualifies these people (section 202):

• anyone under 18,
• an undischarged insolvent,
• a person adjudged to be of unsound mind,
• a person prohibited under the Companies Act of 1982 or under sections 213 or 214,
• anyone who does not meet qualifications set in the company’s own articles.

The secretary consents on Form 19 and certifies that they hold the qualifications prescribed for that company (sections 221 and 222).

What does the Registrar charge?

Checked 8 October 2026 against Gazette Extraordinary 2496/03 of 6 July 2026:

Forms 18 and 19 and the articles may each attract a separate document fee.

What beneficial ownership details are needed?

Under the 2025 amendment, in force since 30 March 2026, every company gives the Registrar its beneficial owners’ details at incorporation. It gives them again within twenty working days of any issue or transfer of shares. When it learns of any other change, it tells the Registrar within fourteen working days (section 130A, checked 7 October 2026 against the 2025 amendment). For each beneficial owner, have these ready:

• Full name, and any previous full name, as shown on the identity document.
• Date and place of birth, nationality, country of residence and last known address.
• Residential, business, email and postal addresses.
• National Identity Card number, Taxpayer Identification Number or passport number, and the country of issue.
• Contact details.
• A statement of the nature and extent of their beneficial ownership.

Each shareholder must give these details to the company within ten working days of subscribing for or receiving shares. The company keeps the records for at least ten years.

The Registrar’s notice effective 30 March 2026 makes Forms BO1 and BO5 part of every new incorporation. Companies that already existed when the amendment took effect had six months to file their beneficial ownership details (section 130H). The Registrar moved that deadline from 30 September to 21 October 2026 (checked 7 October 2026, Registrar’s notice).

What extra documents do foreign shareholders and directors need?

Foreign shareholders and directors usually need more paperwork, and the details depend on the person and the country. Check the points below with us for your case.

• Identity. A foreign individual uses a passport in place of a National Identity Card. The beneficial ownership forms have separate citizenship and address sections for foreign nationals.
• Authorised person. The beneficial ownership authorised person must be a natural person living in Sri Lanka (section 130C). A company whose directors all live abroad needs someone resident here for that role.
• Objects. Where there is any foreign shareholding, the Registrar asks that the company’s objectives are set out in the articles.
• Bringing in share capital. Foreign exchange and banking rules may apply to how money for shares comes into Sri Lanka.
• Living or working here. A foreign director who will work in Sri Lanka may need a visa. See our visa documentation service.

Where do applications usually stall?

These are common gaps that send an application back:

• Articles signed by some initial shareholders but not all of them.
• The company name missing in one of the three languages on the first page of the articles.
• A Form 18 missing for one director.
• A name, address or identity number spelt differently on two documents.
• The beneficial ownership forms left until later, so the incorporation is sent back for resubmission.

You can catch most of these before anyone signs. Collect all the documents and lay them side by side. Compare every name, number and address with each person’s identity document.

How do we use this list?

At the first meeting we go through this list with you. We then collect the documents, check them against each other, prepare the forms for signature and file them.

If you would like us to check your documents before you file, contact us.