How to Register a Company in Sri Lanka: A Step-by-Step Guide

Registering a Private Limited company is the most popular way to start a serious business in Sri Lanka. It gives you limited liability, a separate legal identity and credibility with banks, suppliers and customers. This guide walks you through the process from start to finish.

1. Choose the right business structure

Before you register, confirm that a company is right for you. Sri Lankan entrepreneurs usually choose between a sole proprietorship, a partnership and a Private Limited company (PVT LTD). Companies are registered with the Registrar of Companies (ROC) under the Companies Act No. 7 of 2007. Sole proprietorships and partnerships are registered with the local Divisional Secretariat or provincial authority instead.

Not sure which suits you? Read our comparison of business structures.

2. Reserve your company name

Your proposed name must be unique and must not be misleading or too similar to an existing company or trademark. It must end with “(Private) Limited” or “(Pvt) Ltd”. A name search and reservation with the ROC is the first formal step. We recommend having two or three alternatives ready.

3. Prepare the incorporation documents

The main documents for a private company are:

• Form 1: the application for registration of a company
• Form 18: consent and certificate of each director
• Form 19: consent and certificate of the company secretary
• Articles of Association: the internal rules of your company

You will also need copies of the NIC or passport of each director and shareholder, and the address of your registered office.

4. Directors, shareholders and secretary

A private company can be formed with a single director and a single shareholder, who can be the same person, and can have up to 50 shareholders. Every company must also appoint a qualified company secretary. Many small businesses appoint a professional secretarial firm, which keeps them compliant with annual filings. See our company secretarial services.

5. File with the Registrar of Companies

Once the documents are signed, they are submitted to the ROC with the government registration fee. When the application is approved, you receive your Certificate of Incorporation and company registration number (for example PV 123456). Your company legally exists from this point.

6. Open your corporate bank account

With your certificate, Form 1, Articles and board resolution, you can open a corporate bank account. Banks have their own document checklists, and it helps to have an advisor who has worked with them before.

7. Register for tax and other obligations

After incorporation, most companies need a Taxpayer Identification Number (TIN) from the Inland Revenue Department. Depending on your activities, you may also need VAT registration, EPF/ETF registration (if you employ staff), customs registration or sector licences. Our post-registration compliance checklist covers each one.

How long does it take and what does it cost?

When documents are in order, incorporation can usually be completed within a few working days. Costs are made up of the government fees and your service provider’s professional fee. SMARTLedger’s fixed registration packages start at Rs 25,000 for one director and include name reservation, documents, filing and bank account opening.

Let us handle it for you

Registering a company yourself is possible, but mistakes in names, Articles or forms can cause delays and costly amendments later. Our team has registered more than 150 companies and will take care of the whole process, usually without you needing to leave your office.

This article is general information, not professional advice. Laws, rates and thresholds change, so please contact us for advice on your specific situation.