How to Incorporate a Company in Sri Lanka

Step 1: Reserve the Company Name

• Check the availability of your desired company name on the Department of Registrar of Companies (ROC) website.
• Submit a Name Reservation Application (Form A16) online.
• Pay the applicable name reservation fee.
• Once approved, the name is reserved for 3 months.

Step 2: Prepare the Required Documents

• Articles of Association (Standard or Customized).
• Form 1: Company Registration Form.
• Form 18: Consent and Certificate of Directors.
• Form 19: Consent and Certificate of Secretaries.
• Copy of National Identity Cards (NIC) or Passports of Directors and Shareholders.

Step 3: Submit Documents to the ROC

• Upload the completed forms and Articles of Association to the ROC online system.
• Pay the registration fees based on the authorized share capital.

Step 4: Obtain the Certificate of Incorporation

• Upon approval, the ROC will issue a Certificate of Incorporation, confirming the company’s legal status.
• The company now exists as a legal entity.

Step 5: Obtain a Tax Identification Number (TIN)

• Apply for a TIN number from the Inland Revenue Department (IRD).
• Submit Form TIN 01 along with a copy of the Certificate of Incorporation and other required documents.

Step 6: Register for VAT & Other Tax Obligations

• If applicable, register for Value Added Tax (VAT) and other relevant tax obligations at the IRD.

Step 7: Open a Corporate Bank Account

• Choose a bank and submit the required documents:

o Certificate of Incorporation.
o Articles of Association.
o Board resolution authorizing the opening of the account.
o KYC (Know Your Customer) details of Directors and Shareholders.

Step 8: Obtain Other Necessary Licenses (if required)

• Depending on the industry, obtain special licenses (e.g., Central Bank license for financial institutions, BOI approval for foreign investments, etc.).

Step 9: Register with the Employees’ Provident Fund (EPF) & Employees’ Trust Fund (ETF)

• If hiring employees, register with the Department of Labour for EPF & ETF contributions.

Step 10: Commence Business Operations

• Ensure compliance with statutory requirements, tax filings, and annual returns.
• Maintain proper financial records and adhere to Sri Lanka’s corporate governance laws.

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CB Law Chambers at 30/24, Longden Place, Colombo 07.