How to Incorporate a Company in Sri Lanka (2026)

A private limited company in Sri Lanka is generally incorporated by obtaining company-name approval, appointing an eligible company secretary, submitting the required documents through eROC, paying the applicable government fees and completing the mandatory Beneficial Ownership filing.

Companies are governed by the Companies Act No. 7 of 2007, as amended by the Companies (Amendment) Act No. 12 of 2025.

Once the Registrar issues the certificate of incorporation, the company is legally incorporated from the date shown on that certificate. Beneficial Ownership filing is a separate mandatory compliance requirement that must be completed through the BO portal.

Why Incorporate a Private Limited Company?

A private limited company provides:

• separation between the company and its shareholders;
• limited liability, subject to applicable exceptions;
• continuity despite changes in shareholders or directors;
• greater credibility with banks, investors and corporate clients;
• transferable ownership through shares; and
• no general statutory minimum share-capital requirement.

A private company may have one shareholder and one director. Every company must also have a company secretary. A public company must have at least two directors.

The name of a private company must end with “(Private) Limited” or “(Pvt) Ltd”. “Public Limited Company” or “PLC” is used for a listed company rather than every public company.

Step 1: Obtain Company-Name Approval

The proposed name must be submitted through the eROC system.

The Registrar may reject a name that:

• is identical to an existing company or registered overseas company;
• is misleading;
• contains “Chamber of Commerce” without the required licence; or
• contains restricted words such as “National”, “Sri Lanka”, “Municipal”, “President” or “Presidential” without the required consent.

It is sensible to prepare several alternative names in case the preferred name is unavailable.

Step 2: Appoint a Company Secretary

Every Sri Lankan company must appoint a company secretary.

The proposed secretary must consent to the appointment and satisfy the current qualifications or registration requirements prescribed by the Registrar of Companies. For a typical single-director private company, an external registered company secretary should be appointed.

A company secretary normally assists with incorporation documents, statutory registers, annual returns, director or shareholder changes and ongoing Registrar of Companies compliance.

Step 3: Prepare the Incorporation Documents

The main documents for a private-company incorporation are:

Forms 1, 18 and 19 should be generated through the eROC system rather than prepared as handwritten forms. The signed documents and Articles of Association are submitted electronically in the required format.

The first page of the Articles should display the company name in English, Sinhala and Tamil in accordance with current DRC guidance. Identification and supporting documents may also be required for directors, shareholders and the registered office. Additional requirements may apply to foreign shareholders, regulated activities and BOI-approved projects.

Step 4: Submit the Application and Pay the Fees

The application and supporting documents are submitted through eROC, and the applicable government fees are paid electronically.

The principal fees under Gazette Extraordinary No. 2496/03 are:

The final incorporation cost depends on the number of directors and documents filed. Therefore, a fixed total such as LKR 13,000–16,000 inclusive of VAT should not be quoted without calculating the documents required for the particular company. Professional company-secretarial fees are separate.

Step 5: Receive the Certificate of Incorporation

Once the Registrar accepts the application, the company is assigned a company number and issued a certificate of incorporation.

The certificate is conclusive evidence that the statutory incorporation requirements have been satisfied and that the company was incorporated on the date stated in the certificate.

Step 6: Complete Beneficial Ownership Filing

Beneficial Ownership filing became mandatory for new company incorporations from 30 March 2026.

After incorporation and payment, the company must access the separate Beneficial Ownership system and complete:

• BO5 to identify or manage the authorised person; and
• BO1 to disclose the beneficial owners of the new company.

A beneficial owner generally includes a natural person who directly or indirectly owns or controls at least 10% of the company or exercises effective control through another arrangement.

Companies must also update beneficial-ownership information following relevant share issues, transfers or ownership changes. Changes must generally be reported within the applicable 14-working-day period, and beneficial-ownership details must also be confirmed through the annual-return process.

Step 7: Complete Post-Incorporation Requirements

Public notice

The company must publish a notice of incorporation within 30 working days. The notice should contain the company name, company number and registered-office address.

Accounting records

The company must maintain records that accurately explain its transactions and financial position. Accounting records must generally be kept in Sri Lanka unless the Registrar permits otherwise.

Annual general meeting and annual return

The first annual general meeting must be held within 18 months of incorporation.

The company’s annual return must generally be completed and forwarded to the Registrar within 30 working days of the AGM. The annual-return requirement does not apply during the calendar year in which the company was incorporated.

Failure to comply may expose the company and responsible officers to prosecution and statutory fines. The stated fines are maximum amounts imposed on conviction, rather than automatic late-filing charges.

Tax and Employment Registrations

TIN and Corporate Income Tax

The company must obtain or confirm its Taxpayer Identification Number with the Inland Revenue Department.

Once the TIN is successfully obtained, Corporate Income Tax registration is automatic for a registered company. Other applicable taxes must be registered separately.

The standard corporate income-tax rate is 30%. A 15% rate may apply to qualifying service-export and foreign-source income where the statutory foreign-currency and bank-remittance conditions are satisfied. Betting and gaming income and qualifying liquor and tobacco income are taxed at 45%.

VAT

VAT registration is generally required where taxable supplies exceed or are expected to exceed:

• LKR 15 million during a quarter; or
• LKR 60 million during a 12-month period.

The standard VAT rate is 18%. Commercial importers and exporters may be required to register regardless of turnover.

SSCL

From 1 July 2026, the general SSCL registration thresholds are:

• more than LKR 9 million during a quarter; or
• more than LKR 36 million over four consecutive quarters.

The SSCL threshold should not be described as being the same as the VAT threshold.

EPF and ETF

An employer should register for EPF within 14 days of recruiting its first covered employee by submitting Form D.

ETF does not have a separate advance registration process. The employer generally uses its EPF employer number, and the ETF Board records the employer after receiving the first contribution.

Other registrations

Depending on the activity and location, the company may also require:

• a local-authority trade licence;
• Customs registration for importing or exporting;
• sector-specific licences;
• BOI approval;
• tourism, healthcare, education or construction approvals; or
• environmental and operational permits.

These registrations are not automatically required for every company and should be assessed according to the actual business activity.