Sri Lanka is an upper-middle income country with a GDP per capita of USD 4102 as of 2018. Its population is 21.7 Million. Since the end of the civil war that lasted for 30 years, the country’s economy is on a steady rise. The infrastructure and access to technology are higher than most South Asian countries. The business scope has since increased exponentially. However, there is always several rules and regulations when there are businesses in Sri Lanka. You need to acquire a proper business registration certificate in Sri Lanka in order to carry out legal business.
Sri Lanka encourages entrepreneurship whether it be local or global. The country ranks 99th out of 190 countries on the index of ‘ease of doing businesses. This is according to the world Bank. The main body of business registration is the Department of Registration of Companies. The whole process of starting a business is quite straightforward & hassle free. All you need to do is follow procedure & your business will be up and flourishing in no time.
drc.gov.lk is the official website of the Registrar of Companies in Sri Lanka. You can visit the main office and attend to register personally. OR, you may do it at the convenience of your home or office, online. Recently they introduced e-RoC services. Which enables you to do the registration process easier and is hassle free. The online registration is recommended because of the ease of the process. You will be spared of the trouble and also will save time!
Once you have decided and planned to start a business in Sri Lanka, the first step is to register your company name. I would suggest you use a unique and catchy name for this purpose. You may check the availability of the name via the website portal. A quick registration on e-RoC enables you to login with your username & password at any given time. In this section, you could reserve your company name. You may also require to add personal details of yours, directors and secretaries. It will cost you LKR.2000 excluding 8% VAT. The reservation is valid for 03 months.
When you will proceed for registration of your company, you will receive the approval number via e-mail. You need to provide information about the stakeholders of your company. Mainly, the directors & secretaries’ personal information, Identity card Numbers, addresses etc need to be submitted for verification.
Afterward, the three application forms, FORM 1, FORM 18 & 19 need to be filled and submitted to the Registrar. Then you should submit two copies of the Articles of association.
Here are the fees for each form:
- Form 1: Company Registration (LKR.4000 + VAT 8%)
- Form 18: Consent & certificate of Director (LKR. 2000 + VAT 8%)
- Form 19: Consent Certificate of secretary / secretaries (LKR.2000 + VAT 8%)
- Articles of Association (AoA): (LKR.2000 + VAT 8%)
All these forms must be typed and submitted online to appeal for the business registration certificate in Sri Lanka. It must be noted that, Hand-written forms will not be accepted.
According to the Companies Act No.7 of 2007, Company must issue public notification. This is done by publishing on government gazette & a local daily newspaper. Herein you will provide details of the Company. You will include the company name, registration number, date of incorporation & address in this notification.
The next step is obtaining the TIN (Tax Identification Number). This can be obtained by the Inland Revenue Department (IRD). This may cost you LKR. 1500.
You may then need to obtain a certificate from the labor department.
When the procedure is successfully completed, you will receive a document called the business registration certificate. A Business registration certificate will act as the birth certificate of your company. It will hold following information: –
- The name of the Corporation
- Number of Company
- Nature of the business
- Registered address of the business
- The date of commencement
- Full name of the owner
It is a document issued by the Registrar of Companies Sri Lanka. Therefore, it will bear the national crest & the signature of the Registrar of Companies.
How Important is the Business Registration certificate to a Company?
This document possesses the utmost value to the company. It is proof that the company is in it for the long run. The certificate is proof that the company was formed and registered legally. This fact carries a long way. Banks have specific rules when it comes to money laundering. They conduct a thorough search before doing any transactions. You will need to present the business registration certificate when opening an account. Along with the BRC, you must submit your memorandum, articles of association & share certificates.
At present, companies are formed online or through an agency. The possibility of approaching the registrar of companies is less. Either way, you will receive the certificate online. Though later, you may receive the original by registered post. Companies opt to hang a frame of the Certificate in their premises. You may use the original or a photocopy of it according to your preference.
This article is meant to give you a basic idea about company registration. You may contact us at S & F Company for further clarification regarding the business registration certificate in Sri Lanka. One of our dedicated consultants will be at your service for all your queries and assistance.