Company In Sri Lanka

“This Article is  for Startup founders”

A Step By Step Guide

Private Limited Company

Starting out your business idea is not easy. This article will tell you how to set up or register your small Business into a Company

What are the things you should consider before you incorporate a company?

  1. What type of company suits me?
  2. When do I need to have a qualified Secretary in my Company ?
  3. How can I register a  Company by myself ?
    • Step By Step Guide  for Company Registration Procedure.
  4. Things you need to do after the incorporation of the Company.

What type of company suits me ?

General Categories of Companies

FounderLimited LiabilityUnlimitedLimited By Guarantee
What do you want ?Founder wants to limit his liabilityYour Liability is not Limited.You will be personally liableYou’re a member where you will be liable to an amount agreed in the shares
What is your purpose?Profit OrientedHold land/investmentsNon-Profit Making

Detailed Category on the  Limited Liability Company

If your Business targets for Profits and wants to limit your liability, the best will be Limited Liability company . But as a founder, you have two Options ; it can be either Private limited Company or Public Limited Company.

Private Limited CompanyPublic Limited Company
What is the Difference ?Limitation to the number of Shareholders to a maximum of 50.No Limitation on number of  Shareholders. You can have any number of shareholders in your company
SuitableSingle Shareholder CompanyLarge shareholders based company
Ability to realise capitalCan only  call Capital from Private PartiesCan Call Capital from General Public
AbbreviationPrivate or “Pvt.”Limited or “Ltd.”

When do I need to have a qualified Secretary in my company?

  • Can I be the Company Secretary in my owned company ? It is a conditional yes.
  • If your company has two directors, one director may be appointed as the Company Secretary .
  • If you are the 100%  owned shareholder and the only director, you cannot act as the Company Secretary for your company.
  • If you are a foreigner , you  cannot act as the Secretary for your company.

 

If your Company Annual Turnover is more than One Million or paid up Capital exceeds Rupees Five Hundred Thousand, you need to have a  Qualified Secretary

How can I register my company by myself ?

  • Step By Step Guide  for Company Registration Procedure in Sri Lanka.
  1. Reserve a Unique Company Name
    1. Check existing company names
      • Login to www.drc.gov.lk and open the (Search existing Name Tab) – Check whether your unique name has already been taken
    2. Request to approve your unique name online
      • Open the www.drc.gov.lk (Request name online Tab) and request your unique company name and make the payment . Make sure that you give your email address on the request form . If your name is approved, you will be updated by an email with your name approval Number.
      • The Name reservation is valid only for 3 months.
  2. Documents you need to submit
    • Form 1 – Company Registration
    • Form 18 – Consent for Director
    • Form 19 – Consent for Secretary
    • Articles of Association– You can either adopt the Model Articles of Association in the Companies Act or Customized Articles of Association  – *Two Copies
    • Application for a certified copy of the Form 1
  3. Collect your Business Registration/Incorporation Certificate
    • You can collect the incorporation Certificate and the certified copy of the Form -1 normally after 2-4  working days.

Things you need to do after the Company Incorporation

  1. Give Public Notice of Incorporation
    • You have to give Public Notice within 30 working days of incorporation in the Government Gazette and any daily newspapers in three languages : Sinhala, English and Tamil.
    • Gov. Gazette : Government Printers at Borella
    • Newspaper – you can go to the Upali Newspapers for Divaina  (Sinhala ) and Island ( English ). Lakehouse for Thinakaran (Tamil ).
  2. Get your Company Director seal
    • You will need it to open a bank account.
  3. When you Issue your shares, you need to submit Form 6.
  4. You need to Submit Form 15, after 18 months of incorporation.

More details about how to fill the Forms will be shared in future

Price List

DetailLKR
Name Reservation2300
Form 14600
Form 182300
Form 192300
Articles of Association2300
Certified Form 11160
Paper Notice
Sinhala
English
Tamil
2000
1300
2100
Gov. Gazette500
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