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Sri Lanka Foreign Company Registration

<img src="srilanka-registration.png" alt="Sri Lanka foreign company registration in Sri Lanka"/>

Sri Lanka foreign company registration in Sri Lanka

Sri Lanka Foreign Company Registration in Sri Lanka

Our services are new company registration in Sri Lanka (LLC), accounting, income tax and business advisory. As Sri Lanka foreign company registration, formation service provider, we guide as FDI law and Company Act to foreigners register a company.

Company registration in Sri Lanka step by step:-

Company formation in Sri Lanka

  • As company formation in Sri Lanka and process first task is to be ensured institution name approval from Department of Company Registrar, an address require for business correspondence;
  • Additional supporting papers are prepared and submit MOA and other forms and provided that all papers be attested by the person of government endorsed;
  • Not only company incorporation but some other license also require to register a private limited company, depend upon type of business;

Share Holder

Private/ public limited company is registered offering shares to the share holders and have price of each shares. Share members will purchase each shares upon price from the company. As law of the country a private limited company is formed by minimum two share members whereas maximum number of share members are fifty , in case of public corporation minimum share members are seven where at least two shall hold position of directors;

News Paper Advertisement

  • As Company Act of Sri Lanka, each company after completion of registration will be published into three news papers;
  • All information shall be cleared in newspaper as business address, company name, contact number, company registration number and private/ public limited company;

Company Secretary

  • Company Secretary hiring is one condition to establishment nonresident / foreign ownership company;
  • Company Secretary is the authorized person to forward papers to registrar office along with others required forms to be incorporated;
  • All general people can’t be company secretary unless have license of secretarial and work experience on relevant field;

BOI required/ not required

  • Without BOI approval business might be registered and is allowed for operation but all businesses are not same, might require BOI approval.
  • In case of environmental certificate, visa of directors/ workers, business set up in tax free zone, foreign investor’s service and others are services area of BOI.

SEC permission not required

  • New business can be incorporation without prior approval of SEC, if the company is private limited and small number of capital;
  • Companies are registered with stock exchange and like to issue public shares will be questions of approval from SEC, Sri Lanka.

Time line of company Registration in Sri Lanka

  • Minimum 21 days are required to complete process of private limited company registration in Sri Lanka;
  • As our guide line of company registration Sri Lanka there may need have time 3 weeks to 3 months to complete whole registration process in Sri Lanka (including export, import, other licenses), depend upon number of permissions;

Start a retail business in Sri Lanka

  • As guide of company registration Sri Lanka retail business as foreigner is not allowed normally unless meets the condition of remittance of US$ one million;
  • In case of starting whole sale business will not be issued to invest US$ 1 million, depend on authority motive.

100% foreign share holding

  • 100 percent foreign ownership company is allowed to register a business as law of Sri Lanka but most of the cases 51 percent holds by local partner and 49 percent by foreign partners in case of JV (joint Venturing) company.
  • On condition, nominee director has to be appointed who is local residing Sri Lankan and be holding no shares of the company;

Export/ Import business in Sri Lanka

  • As our business policy starting Import business in Sri Lanka (retail business) capital require of US$ 1Million if, it’s wholesale business then skip the figure;
  • Department of import and export control of Sri Lanka government authorized body of chemical, drugs, electrical, vehicles and miscellaneous business.
  • The following papers are required to apply for export license in Sri Lanka (1) Application form of export license (available in office)  (2) 2 (two) copies of Performa bill (3) Company certified incorporation copies (4) Passport/ National ID card of applicant (s) (5)  Testimonial from relevant department of Goods.

Current FDI position in Sri Lanka

Further information, as current fdi position of Sri Lanka is US$ 925,280,499 (+/-) that indicates growing up day by day. We have noticed, major foreign investor comes from India and nearby countries.

Government Fee

Government annual fee is SLRs 60,000 Plus (-) to renew licensing and return filing.

Company registration Fee in Sri Lanka (Consultancy fee)

Company registration fee in Sri Lanka is not fixed but approximately SLR 120,000 to SLR 200,000 that vary upon types of business and investment capital;

At a glance of company registration in Sri Lanka

Company Act 2007 of no. 7
Name approval time 1-2 days, if no conflict occur
Required forms to be filled Form 1, 18 and form 19
What is form 1?  Company registration information
What is form 18?  Certificate of the directors
What is form 19?  Certificate of the Company Secretary
Memorandum & Article of Association As Company Act, 2007 under 7
Paper advertisement Placing information, contact number, parent company place and must publish in one English news paper including local language news paper.
Government Fees RS 15,000 (approximately)
Consultancy fees US $ 2000, 3000 and 7000 as category
Time line (company registration) 30 days max
Company registration From registrar office and/ or BOI
Corporate tax rate 35 percent

Company Registration Sri Lanka

As process of company registration Sri Lanka, at first physical office has to have that will be addressed and published in newspapers. In that case, virtual office rent (only address rent) is not allowed.

Name approval

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Company registration Sri Lanka

  • At the beginning, after appointing expert/ consultant/ secretary search in government portal to check availability of proposed business name;
  • Fill up Form A16, name search, collecting them from counter of Registrar Office;
  • Ensure Rs 1110 with VAT to be deposited to counter of Registrar Office for name reservation. As break down, share holders/ directors have to pay Rs. 581 (fees Rs. 500/= + 12% Value Added Tax (VAT) + Processing charges) (only Sampath e-Wallet, Master and Visa cards are accepted) in case of sending a Name search application using portal or another way they can follow which is submitting manually through paying Rs. 560 (Fees Rs. 500/= + 12% VAT) to the Shroff counter at the Department of ROC.;
  • The Registrar is the supreme authority to be approved the proposed name of the company;
  • Those investors who wish to register their company in Sri Lanka must follow the Company Act No. 07 of 2007 which is necessary to get a business name reservation as first step of company formation.
  • Initially the consultant/ expert/ secretary should search the database of the registered companies through information portal of ROC and/or search manually the books kept on the information counter of ROC checking same industry and same name is free or exist.
  • After verification that the same name is not recorded in the business names registry and they should indicate what the initials stand for in case of the name includes initials.
  • If the name is approved by the authority, the Approval Number can be collected over the information counter of ROC or if sent through the portal will be e-mailed the following day.
  • The investors or applicants should bear in mind the reservation of company name will have the validity of only for a period of 3 months from the date of application in Sri Lanka.
  • In case of limited liability company registration Sri Lanka, investors need to maintain the following steps such as obtain a company name approval which has been mentioned already in details, fill out the forms which are no. 1, 18 and 19 (Form-1 contains registration of the company, Form-18 contains consent and certificate of director, Form-19 contains consent and certificate of secretary) together with two copies of Articles of Association and the most important thing is all forms should be printed or typewritten as hand written forms will not be accepted by the authority.
  • Articles of association set out in the First Schedule except to the extent that the company adopts articles and a company limited by guarantee. The articles of a private company shall include provisions which are stated in the following,
  • Prohibit the company from offering shares or other securities which are issued by the company to the public; and number of its shareholders is limited to fifty but such shareholders who are employees of the company, former employees of the company who became shareholders of the company while being employees of such company and who have continued to be shareholders after ceasing to be employees of the company will not be included under this criterion.
  • After that, they should submit the documents which are mentioned above to the information counter to check whether they are in the correct format and submit it to the Shroff counter if it is found in order.
  • The limited liability company registration fees are Rs. 11,200 including VAT (Form 1 – Rs. 10,000/=, Form 18 – Rs. 500/=, Form 19 – Rs.500/=, Articles of Association – Rs. 500/= + 12% VAT) should be maintained in Sri Lanka.
  • Investors provide public notice of its incorporation specifying the name and company number of the company and the address of the company’s registered office within thirty working days of its incorporation under this Act in Sri Lanka.
  • At least one issue of the Gazette and one issue of a daily newspaper in the Sinhala, Tamiland English (three papers) languages, circulating in the area should be given in the public notice which represents the place of business of the company.

Steps of online registration

  • After receiving name approval other documents as Form no. 1, Form 18, Form 19 and Memorandum & Article of Association have to be printed;
  • All documents have to submit to the counter of Registrar Office with registration fees of Rs nineteen thousand nine hundred eighty and VAT;
  • Within 30 working days of incorporation a company shall publish in news papers as follows:

incorporation in Sri Lanka

Note: As section 3 if companies do not violate limitation then BOI approval issue will not come in picture otherwise BOI approval is required for the foreign investors.

<img src="Image/Paper_advertisement.jpg" alt="Paper advertisement for new company incorporation in Sri Lanka"/>

Paper advertisement for new company incorporation in Sri Lanka

How to register a company in Sri Lanka

  • It’s required all above papers and/ or information to be registered except two major steps are (1) such companies cannot offer public share
  • (2) As membership limitation maximum fifty share holders are allowed as private limited company in Sri Lanka.

Joint Venture Company Registration in Sri Lanka

  • Joint venture company registration in Sri Lanka is formed between parties upon agreement of trading with many terms and conditions and clauses as business and services;
  • In case of local + foreign partners, local partner (s) will hold majority of shares of the company;
  • As law of Sri Lanka, foreign partners may hold maximum 49 percent of shares and rest of (51%) shares will be owned by local share holder (s).
Branch Office open in Sri Lanka
  • The following information and documents are required as guide line of Sri Lanka foreign company registration (Branch Office of foreign LLC):
  • There are different approval papers of the mother corporation with attested by embassy;
  • Meeting decision from sponsors;
  • Power given a human , local agent, who shall proceed taking liabilities in favor of mother organization;
  • About more a month (4 weeks ) might needful to complete registration process;
  • Enclosed documents conversion in English;
 Representative office
  • Setup such branch/ representative office is like liaison office but exceptions are it is free from tax and cannot involve in trading;

Income Tax Sri Lanka

  • Company dividend and royalty tax start from ten to fifteen percent as information of Sri Lanka Inland Revenue;
  • Corporate tax rate is thirty five percent (35%) as foreign companies;
  • Twelve point five percent tax is applicable on exporting goods;
  • Tax incentives facilities available on particular goods those entities are situated within area of free zone in Sri Lanka;
  • Corporation tax holiday enjoy for three to seven years;
  • You can find income tax return information in Sri Lanka (Personal & corporate)
New company registration fees in Sri Lanka

Company registration fees in Sri Lanka is given as chart

As Form 1 Rs. 15,000 (Government fees)
For, Form 18 Rs. 1000 (Government fees)
For, Form 19 Rs. 1000 (Government fees)
For, article of association Rs. 1000, (Government fees)
Note: Fifteen percent VAT will be applicable on all above fees. 

<img src="Image/Fees_company.jpg" alt="Fees of new company incorporation in Sri Lanka"/>

Professional fees of company registration in Sri Lanka

Consultancy fees category “A” Rs. 120,000 to 200,000 (for small size company). Government will be carried by customers.
Consultancy fees category “B” Rs. 120,000 to 200,000 (for medium size company). Government will be carried by customers.
Consultancy fees category “C” Rs. 120,000 to 200,000 (for big size company). Government will be carried by customers.

Company registration pros and cons in Sri Lanka as foreign investors:-

Who is the authority (government body) of company registration in Sri Lanka?

Answer: Registrar of Company, Sri Lanka;

Who is the authority (government body) of export/ import business in Sri Lanka?

Answer: Export and import control, Sri Lanka

Who is the authority (government body) of visa, business set up tax free zone in Sri Lanka?

Answer: BOI (Board of Investment, Sri Lanka

Who is authorized person to apply for company formation in Sri Lanka?

Answer: Company Secretary, license secretary who is professional and have experience on this field

Can a foreigner start export/ import business in Sri Lanka?

Answer: Yes, they can start same business.

Sri Lanka-S & F Consulting Firm Limited

No. 8 2/1, Rodney Street, Cotta Road,
Colombo 08, Sri Lanka
Colombo 08
Sri Lanka
Phone: +601131234372
Email: contact@sfconsultingbd.com

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S & F CONSULTING FIRM LIMITED is a global business consulting firm. Services are: (1) Foreign company registration, formation, setup (2) Income tax (3) Accounting (4) Audit (5) Business advisory. Since 2012, we are providing professional services to the foreign investors. We try to develop our self everyday to satisfy honorable customers.

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