How to Register a Business in Sri Lanka: 2026 Guide

The most common business structures in Sri Lanka are sole proprietorships, partnerships and private limited companies.

Sole proprietorships and partnerships generally register their business names through the relevant provincial authority or Divisional Secretariat. Private limited companies are incorporated through the Department of the Registrar of Companies’ eROC system under the Companies Act No. 7 of 2007, as amended.

Since 30 March 2026, companies must also comply with Sri Lanka’s Beneficial Ownership reporting requirements. This is a mandatory process separate from the issuing of the certificate of incorporation.

Choosing a Business Structure

A private company may have a single shareholder and at least one director. It must also have a company secretary and a registered office in Sri Lanka. There is no general statutory minimum share-capital requirement.

Registering a Sole Proprietorship or Partnership

The precise procedure depends on the province and Divisional Secretariat where the business operates.

Typical requirements include:

• the relevant business-name application;
• a Grama Niladhari report confirming the business location;
• certified copies of the owner’s or partners’ identification;
• proof of ownership, lease or permission to use the business premises;
• a trade licence or local-authority payment receipt, where applicable;
• photographs or evidence of the business premises; and
• sector-specific approvals where required.

Applications are generally submitted through the relevant Divisional Secretariat or provincial Business Names Registration authority.

Some provincial rules require registration shortly after business activities begin, commonly within 14 days. Because documents, fees and deadlines vary, applicants should confirm the current requirements with their own Divisional Secretariat before applying.

Registering a Private Limited Company

Step 1: Obtain company-name approval

Search for and submit the proposed company name through eROC.

The name of a private company must end with:

• “(Private) Limited”; or
• “(Pvt) Ltd”.

A name may be rejected if it is identical or confusingly similar to an existing name, misleading or contains restricted words such as “National”, “State” or “Sri Lanka” without the required approval.

It is advisable to prepare several alternative names.

Step 2: Appoint a company secretary

Every company must have an eligible company secretary who consents to the appointment and satisfies the prescribed qualification or registration requirements.

For a single-director private company, a separate registered company secretary should be appointed.

Step 3: Prepare the incorporation documents

The principal documents generally include:

The forms and supporting documents must be completed and submitted through the current eROC process.

Additional identification and supporting documents may be required for foreign directors or shareholders, regulated business activities and BOI-approved projects.

Step 4: Submit the application and pay the fees

The incorporation application is submitted electronically through eROC.

Under the July 2026 fee schedule, the principal government charges are:

The total incorporation cost depends on the number of directors and documents submitted. Professional company-secretarial fees are separate. A fixed estimate of LKR 13,000–16,000 inclusive of VAT should therefore not be used without calculating the documents required for the particular company.

Step 5: Receive the certificate of incorporation

Once the application is accepted, the Registrar issues a certificate of incorporation and company number.

The certificate is conclusive evidence that the company was incorporated on the date shown on it.

Step 6: Complete Beneficial Ownership filing

Beneficial Ownership filing is mandatory for companies under the requirements effective from 30 March 2026.

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

For a newly incorporated company, the DRC process generally requires:

• Form BO5 for the authorised person; and
• Form BO1 for the beneficial-owner information.

These forms are submitted through the separate Beneficial Ownership portal after incorporation and payment of the incorporation fees.

Existing companies follow a different workflow using:

• Form BO5; and
• Form BO7.

Existing companies were required to complete their initial submission within six months of the operative date.

Relevant changes to beneficial ownership must generally be reported within the statutory reporting period. BO information must also be confirmed or updated through the annual-return process.

Post-Incorporation Requirements

Public notice

A newly incorporated company must give public notice within 30 working days of incorporation.

The notice must state:

• the company name;
• the company number; and
• the registered-office address.

Financial statements and accounting records

The company must maintain proper accounting records and prepare financial statements that accurately reflect its financial position and performance.

The board must generally ensure that financial statements are completed within six months after the balance-sheet date.

The company’s audit requirements should be reviewed under the Companies Act and its shareholder resolutions. They should not be described simply as applying only when the business exceeds a turnover threshold.

Annual general meeting and annual return

The company’s first AGM must be held within 18 months of incorporation.

The annual return must generally be completed within 30 working days after the AGM and signed by a director and the company secretary.

A company is not required to submit an annual return during the calendar year in which it was incorporated.

The fines stated in the Companies Act are maximum fines imposed on conviction. They should not be described as automatic late-filing charges.

Registrations After Starting the Business

TIN and Corporate Income Tax

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

Once the TIN is obtained, Corporate Income Tax registration is automatic for a corporate entity. VAT, SSCL and other applicable tax types must be registered separately.

The standard corporate income-tax rate is 30%. Special rates may apply to qualifying income, including a maximum 15% rate for certain service-export and foreign-source income that satisfies the statutory foreign-currency and bank-remittance conditions.

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 consecutive 12-month period.

The standard VAT rate is 18%. Commercial importers and exporters are subject to separate compulsory-registration rules 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 thresholds are therefore different from the VAT thresholds.

EPF and ETF

An employer with even one covered employee must generally register for EPF.

Form D must be submitted within 14 days of recruiting the first employee. The standard contributions are:

• 8% employee EPF;
• 12% employer EPF; and
• 3% employer ETF.

Limited statutory exemptions may apply to certain employment categories.

Trade licences and sector approvals

A trade licence may be required from the relevant Municipal Council, Urban Council or Pradeshiya Sabha, depending on the location and nature of the business.

Additional approvals may be required for activities such as tourism, healthcare, food production, education, construction, finance, importing or manufacturing.

Export businesses

Businesses exporting goods must follow Sri Lanka Customs registration and export-declaration requirements.

Registration with the Sri Lanka Export Development Board is voluntary, but it may help businesses access exporter directories, trade information, promotional programmes and market-development assistance.

Why Businesses Choose Finzdox for Business Registration

Choosing the wrong structure or missing a post-registration obligation can create unnecessary tax costs, filing delays and problems when opening bank accounts or applying for licences.

Finzdox Accounting supports entrepreneurs with:

• selecting an appropriate business structure;
• company-name approval;
• company-secretarial appointment;
• preparation of incorporation documents;
• eROC submission;
• Beneficial Ownership filing;
• TIN and tax-registration support;
• VAT and SSCL assessments;
• EPF and ETF registration assistance; and
• a post-registration compliance checklist.