An annual return is perhaps the most important document required to be filled by a company. Even though Financial statements give information of a company’s financials, this document provides vast in-sight to the non-financial aspects of a company. Every Company registered in Sri Lanka needs to file Annual Returns. This is according to the terms of Section 131 of the Companies Act No. 07 of 2007. The necessary application for filing Annual return is “Form 15”. You could download this form from the official government website drc.gov.lk
Or, you may drop into the Registrar of Companies office in Colombo to get your application form. A company must submit returns within 28 days of their Annual General meeting.
Upon completion of filling of forms, all forms need to be submitted to the Registrar of Companies.
Total charges for registration of Annual Return in LKR.6000 excluding 15% VAT.
What are the company annual returns?
An Annual return provides general information about a company. It consists details of directors, company secretary (If you have appointed one), the registered office, shared capital and shareholdings.
Annual return should be completed up to the 14thday after the company’s Annual General Meeting.
The filing may differ by whether the company has a share capital or not.
Every company having a share capital should include following details in their Annual Return:
A list containing current employees & past employees of the company
The list must include names, addresses and nationalities of the members mentioned. It also needs to state the number of shares held by each member by the date of the return is prepared and withholding Tax in Sri Lanka. If there are shares that were transferred since the last return, then it must be stated as well. If this is the first return of the company then, details of existing and ceased members must be included. It is advisable to arrange names in alphabetical order for the ease of reference.
The Registrar of Companies must be notified if a company has converted any of its shares into stock. The return must make note of it.
It should mention the following particulars:
Annual Return made by company not having a share capital is different.
The return of such a company must file a return every year stating below details:
The company must issue a statement stating its debts. This may include mortgages and charges under the company.
There are certain general provisions on annual returns. The Director or the secretary of the company must sign the annual return before submitting it to the Registrar of Companies. The Annual return of a non-private company, must include the following documents:
If the company fails to comply with these rules, then the company & every officer in charge will be guilty. They may have to bear penalty.
A private company must submit the following certificates along with their Annual Return:
A certificate signed by a Director or the secretary of the company that the company has not issued any invitation to the public to subscribe of any shares or debentures. This is with regard to the period from the last return, or in the case of the first return since the incorporation of the company. Well, now you should know about the income tax act Sri Lanka.
If a company fails to follow the filing of Annual returns, the company may face up to LKR.100,000 or more in fine. Every officer of the company responsible will face a fine not exceeding LKR.50,000.