Process of Company Registration in Sri Lanka

Sri Lanka has emerged as an attractive destination for entrepreneurs and foreign investors looking to establish a presence in South Asia. With its strategic location, improving regulatory framework, and access to regional markets, Sri Lanka offers significant opportunities for businesses across sectors such as trading, manufacturing, IT services, and export-oriented industries.

Understanding the process of company registration in Sri Lanka is critical to ensure compliance with local laws, avoid delays, and structure the business correctly from the start. This guide explains the complete registration process, legal requirements, and key considerations for both local and foreign investors planning to register a company in Sri Lanka.

What Is Company Registration in Sri Lanka

Company registration in Sri Lanka refers to the legal incorporation of a business entity under the Companies Act No. 7 of 2007, with the Registrar of Companies (ROC) Sri Lanka. Once registered, the company becomes a separate legal entity with the ability to conduct business, enter contracts, open bank accounts, and comply with statutory obligations.

Foreign nationals and overseas companies are allowed to register companies in Sri Lanka, subject to sector-specific regulations and investment approvals where applicable.

Types of Business Entities in Sri Lanka

Before starting the registration process, choosing the right business structure is essential.

 1. Private Limited Company

 1.1 Most commonly used structure

 1.2 Separate legal entity

 1.3 Limited liability for shareholders

 1.4 Suitable for local and foreign investors

 2. Public Limited Company

 2.1 Can raise capital from the public

 2.2 Higher compliance requirements

 2.3 Suitable for large-scale businesses

 3. Branch Office

 3.1 Extension of a foreign parent company

 3.2 Parent company bears liability

 3.3 Suitable for limited or project-based activities

 4. Representative Office

 4.1 Cannot engage in revenue-generating activities

 4.2 Used for market research or liaison purposes

Eligibility Criteria for Company Registration in Sri Lanka

To register a company in Sri Lanka, the following eligibility conditions must be met:

 1. Minimum one director (local or foreign, subject to sector rules)

 2. Minimum one shareholder

 3. Registered office address in Sri Lanka

 4. Compliance with foreign investment regulations 

 5. Approval from relevant authorities for restricted or regulated sectors

Foreign-owned companies may require approval from the Board of Investment (BOI) of Sri Lanka, depending on the nature of the business.

Documents Required for Company Registration in Sri Lanka

The documentation requirements depend on whether the promoters are local or foreign.

 1. For Individual Shareholders / Directors

 1.1 Passport copy

 1.2 roof of address

 1.3 Consent to act as director

Details of shareholding structure

 2. For Corporate Shareholders

 2.1 Certificate of incorporation

 2.2 Board resolution approving investment

 2.3 Memorandum and Articles of Association

 2.4 Authorized signatory details

All documents may need to be notarized or apostilled, depending on the jurisdiction.

Step-by-Step Process of Company Registration in Sri Lanka

Step 1: Name Reservation

 1.1 Proposed company name is submitted to the Registrar of Companies

 1.2 Name must be unique and compliant with naming guidelines

 1.3 Approval is usually granted within a few working days

Step 2: Preparation of Incorporation Documents

Once the name is approved, the following documents are prepared:

 2.1 Articles of Association

 2.2 Form for director and secretary appointments

 2.3 Shareholder details and capital structure

Step 3: Submission to Registrar of Companies

 3.1 Incorporation documents are filed with the ROC Sri Lanka

 3.2 Government registration fees are paid

 3.3 Verification and approval are conducted by the authority

Step 4: Certificate of Incorporation Issuance

 4.1 Upon approval, the Certificate of Incorporation is issued

 4.2 The company is legally registered and recognized

Step 5: Post-Incorporation Registrations

After incorporation, additional registrations are required:

 5.1 Tax Identification Number (TIN)

 5.2 VAT registration (if applicable)

 5.3 Opening of corporate bank account

 5.4 EPF and ETF registration for employees

Timeline for Company Registration in Sri Lanka

The company registration process typically takes:

 1. Name approval: 1–3 working days

 2. Incorporation filing and approval: 3–5 working days

 3. Post-registration formalities: 5–10 working days

Timelines may vary based on business activity and foreign ownership approvals.

Compliance Requirements After Registration

Registered companies must comply with ongoing statutory obligations, including:

 1. Annual returns filing with ROC

 2. Maintenance of statutory registers

 3. Financial statement preparation

 4. Tax filings and audits (if applicable)

Failure to comply can result in penalties and regulatory action.

Why Foreign Investors Choose Sri Lanka

Sri Lanka offers several advantages for business expansion:

 1. Strategic access to South Asian markets

 2. Competitive operational costs

 3. Skilled workforce

 4. Export-oriented incentives

 5. Improving ease of doing business framework

With proper structuring, Sri Lanka can serve as a strong regional base.

Why Choose YKG Global for Company Registration in Sri Lanka

YKG Global provides end-to-end support for company registration in Sri Lanka, ensuring accuracy, compliance, and strategic structuring.

Our services include:

 1. Business structure advisory

 2. Name reservation and incorporation filing

 3. Foreign investment and BOI approvals

 4. Tax, compliance, and post-registration support

With extensive experience in global company formation, YKG Global ensures a smooth and compliant entry into the Sri Lankan market.