How to register a private limited company in Sri Lanka

You register a private limited company with the Registrar of Companies through its online system, eROC. You need an approved name, at least one director, at least one shareholder, a company secretary and a registered office in Sri Lanka. Each shareholder signs the application. The Registrar then issues a certificate of incorporation with your company number.

This guide follows the Companies Act, No. 07 of 2007 and the Registrar’s published notices. If you would rather hand the work to us, see our company incorporation service.

What do you need before you start?

An application covers each of these:

• A name. A private company’s name must end in “(Private) Limited” or “(Pvt) Ltd” (section 6). It cannot be identical to the name of another company. Words such as “President”, “National”, “State” or “Sri Lanka” need the Minister’s consent (section 7).
• At least one director. A private company needs one director or more (section 201). A director must be a natural person, at least 18 years old, and not an undischarged insolvent (section 202).
• At least one shareholder. A company may have a single shareholder, who can be a natural person or a body corporate (section 4(2), as replaced in 2025).
• A company secretary. Every company must have a secretary (section 221). If the company’s turnover or stated capital reaches an amount set under the Act, the secretary must hold the prescribed qualifications (section 222). Checked 7 October 2026 against the Companies Act.
• A registered office. Every company needs a registered office in Sri Lanka where communications and notices can be sent (section 113).
• Articles of association. You can use the model articles in the First Schedule of the Act or adopt your own. The model articles apply except where your own articles differ from them (section 14).

What are the steps to register?

The usual order on eROC is below.

1. Get the name approved. Search the name and apply for approval on eROC.
2. Prepare the documents. The application is Form 1. Each director gives consent on Form 18 and the secretary on Form 19. The Registrar asks you to use the forms eROC generates for a new company. Our guide to documents required for company incorporation lists each one.
3. Sign and file. Each initial shareholder signs the application. If you are not using the model articles, each initial shareholder also signs the articles (section 4(1)). File on eROC and pay the registration fee.
4. File beneficial ownership details. From 30 March 2026, once you have filed and paid the fee, the company must submit Form BO1 and Form BO5. It does this on the beneficial ownership portal, bo.drc.gov.lk (checked 7 October 2026 against the Registrar’s notice). The Registrar’s notice says failing to do this “will result in the incorporation being resubmitted”.
5. Receive the certificate. The Registrar enters the company on the register, assigns a company number and issues the certificate of incorporation (section 5).

How do you check a company name or registration number?

Search the name before you apply. The Registrar’s eROC system has a company search that shows whether a name, or one that begins with or contains the same words, is already registered. The same search finds an existing company by its name or registration number, so you can check that a company you deal with is registered. A search result is not approval: the Registrar approves the name only when you apply.

Documents checklist

• Form 1, the application to register the company, signed by each initial shareholder.
• Form 18, the consent and certificate of each director.
• Form 19, the consent and certificate of the secretary.
• The articles of association, signed by each initial shareholder, if you are not using the model articles.
• Form BO1 and Form BO5, submitted after the registration fee is paid.

Our guide to documents required for company incorporation explains each one.

What does registration cost?

The Registrar’s fees are set by gazette. These are the current amounts, 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. Professional fees for preparing and filing the documents are not included in these amounts.

What does the Registrar issue?

The certificate of incorporation states the company’s name, number and date of incorporation. It also states whether the company is limited and whether it is private (section 5(2)). The Act makes the certificate conclusive evidence that the company was incorporated on that date (section 5(3)).

The certificate is part of the company’s records. Banks and the Inland Revenue Department usually ask to see it.

What do you do after registration?

These duties and steps follow once the company is registered. The deadlines were checked on 7 October 2026 against the Companies Act, its 2025 amendment and the Inland Revenue (Amendment) Act, No. 11 of 2026.

• Display the name and number. The company’s name and number must be clearly displayed at its registered office (section 12).
• Register for tax. Every company must register with the Inland Revenue Department within thirty days of incorporation (Inland Revenue Act, section 102(1A), added in 2026). The Department issues a Taxpayer Identification Number (TIN) and a TIN certificate. Our company tax calendar sets out what is due each year.
• A bank account in the company’s name. Under the Inland Revenue Act, a person specified under section 102(3), which includes every resident individual aged 18 or over, must show a TIN certificate to open an account at a financial institution. The Act sets 1 April 2026 (section 103(6), added in June 2026); the Inland Revenue Department applies it from 1 November 2026 (notice SEC/PN/IT/2026/05). Our TIN guide lists all eight transactions that need the certificate.
• Keep the registers. The company keeps a share register (section 123) and a register of directors and secretaries (section 223). It also keeps a register of beneficial owners at its registered office (section 130A). Its accounting records must correctly record and explain its transactions (section 148).
• Report share changes. When the company issues shares or shares are transferred, it gives the Registrar the beneficial ownership details within twenty working days. When it learns of any other change in beneficial ownership, it tells the Registrar within fourteen working days (section 130A).
• File the annual return. From the year after incorporation, the company files an annual return within thirty working days of each annual general meeting. A director and the secretary sign it (section 131).

What causes delays?

Common causes of delay:

• A name that is too close to an existing company, or that uses a restricted word without consent.
• An initial shareholder who has not signed the application or the articles.
• A consent form missing for one of the directors.
• A director who does not meet section 202, for example someone under 18.
• Names, addresses or identity numbers that differ between documents.
• Beneficial ownership forms not submitted after the fee is paid.

Questions people ask

Can one person register a company?

A company may have a single shareholder (section 4(2)), and a private company needs only one director (section 201). Every company also needs a secretary (section 221).

Do I need my own articles of association?

Not under the Act: if you do not adopt your own, the model articles in the First Schedule apply (section 14). In practice, the Registrar lists the articles among the documents for every incorporation. Companies with more than one shareholder often adopt their own articles to set rules on share transfers and decisions. A shareholder agreement can sit alongside them.

How long does it take?

We don’t quote a fixed time. It depends on how quickly the name is approved, how quickly everyone signs, and whether the Registrar asks for corrections.

What happens if we miss the annual return?

On conviction, the company can be fined up to Rs. 100,000, and each officer in default up to Rs. 50,000 (section 131(4)). Checked 7 October 2026 against the Companies Act.

If you are ready to start, or want to check your documents first, contact us.