|Procedure for the Registration of a Company

 HOW TO OBTAIN A NAME APPROVAL
Private, Public, Public Quoted, Guarantee , Foreign, Off-Shore, Unlimited Companies & Associations should get name reservation .
 
 Step
 
 
1
You must first search the database of the registered companies through this portal or using the books kept on the information counter of Registrar-General of Companies (ROC) for possible similar names..
 
 
2
After you verify the availability of the Name, fill the Name search form ( ie A16) in this portal or manually using the form collected from the information counter of the ROC
 
 
3
The form A 16 is examined by at the public information counter (if you hand over the form). More information may be requested depending on the manner in which the forms have been filled. This may be done by e-mail if portal is used. If the name includes initials please indicate what those initials stand for.
 
 
4
You can either send a Name search application using this portal paying Rs. 581.00 (fees Rs. 1000/= + 12% VAT + Processing charges) (only Sampath e-Wallet, Mater and Visa cards are accepted) or submit manually paying Rs. 1120.00 (Fees Rs1000/= +12% VAT) to the Shroff counter at the Department of ROC
 
 
5
The Name verification document is sent to the database administrator who will run a search for similar names which he will list and submit send it to the Registrar-General of Companies
 
 
6
The Registrar-General of Companies (or his Officers) have the sole discretion to approve the name s delegate authority to approve. He may approve the name OR request more information OR a change to the proposed name. If the name is approved. Approval Number can be collected over the information counter of ROC or if sent through the portal will be e-mailed the following day.
 
 This Reservation valid only for a period of 3 months from the date of application
 
How to Register a Private Company
 
 
 
1
Obtain a name approval (as above)
 
 
2
(a) After obtaining the name approval, Form No. 1, 18, and 19 together with two
copies of Articles of Association should be prepared (on A4 paper). All forms
should be printed or typewritten. (Section 475) . Hand written forms will not be accepted

Form 1 - REGISTRATION OF A COMPANY
Form 18 - CONSENT AND CERTIFICATE OF DIRECTOR)
Form 19 - CONSENT AND CERTIFICATE OF SECRETARY / SECRETARIES
. Articles of the Association -
      (b) May be prepared according to the First Schedule
        (Model Article) in the Companies Act No. 7 of 2007(Page 414).articles of association set out in the First Schedule hereto (hereinafter referred to as “model articles”)shall apply in respect of any company other than a company limited by guarantee, except to the extent that the company adopts articles which exclude, modify or are inconsistent with the model articles. 

      (c) The articles of a private company shall include provisions which―
        (a) prohibit the company from offering shares or other securities issued by the company to the public; and
        (b) limit the number of its shareholders to fifty, not including shareholders who are―
          (i) employees of the company; or
          (ii) 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.
3
Submit the above mentioned documents to the information counter to check whether they are in the correct format. If it is 'ok' submit it to the Shroff counter. The registration fees are Rs 16,800.00 including VAT (Form 1 - Rs. 15000/= , Form 18 - Rs. 500/= , Form 19 - 1000/= , Articles of Association - Rs 1000/= +12% VAT)
 
 
4
If contents of the forms & articles are correct the certificate can be collected over the counter by producing the payment receipt next day.
 
 
5
A company shall within thirty working days of its incorporation under this Act, give public notice*of its incorporation, specifying
    (a) the name and company number of the company ; &
    (b) the address of the company’s registered office.
    (*public notice- Where public notice of any matter is required to be given under this Act, that notice shall be given by publishing a notice of that matter―
    (a) in at least one issue of the Gazette; and
    (b) in at least one issue of a daily newspaper in the Sinhala, Tamil and English (three papers) languages, circulating in the area in which― 
    (i) the company’s place of business;
    (ii)if the company has more than one place of business, the company’s principal place of business; or
    (iii)if the company has no place of business or the location of neither its principal place of business nor any other place of business is
    known to the person required to give the notice, the company’s registered office, is situated. (Extracted from 530th clause of
    Companies Act No. 7 of 2007) 
    Further information If one would like to a register private company with shares issued to a foreign investor, it should be either get BOI approval or can be register without getting BOI approval if it is not violating the limitations under section 3 of the extraordinary gazette notification No. 1232/14 dated 2002.04.19 published under the ex change control act (chapter 423 of the CLE). When preparation of articles for these, inclusion of Primary Objects are mandatory
 
 HOW TO REGISTER A LIMITED COMPANY
 All the steps above should be followed. Only exception is that when preparing Articles of the Association you need not include text under Step2(c)
 The current prescribed fees for registration of Private/ Public Companies are :-
Form 1 Rs.15000.00
Form 18 Rs. 1000.00
Form 19 Rs. 1000.00
Articles of Association Rs. 1000.00
12% VAT is payable on all registration fees
 
 
RULES AND GUIDELINES TO REGISTER AN OVESEAS COMPANY IN SRI LANKA – UNDER PART XVIII OF THE ACT
 
1.
COMPANIES THAT MAY BE REGISTERED
 Any company or body corporate incorporated outside Sri Lanka, whose business has been granted permission for the purposes of the Exchange Control Act, subject to the exclusions, limitations and conditions published in the Government Gazette No. 1232/14 of 19th April 2002; and
 
(a)has after the appointed date established a place of business within Sri Lanka; or
(b)has before the appointed date, established a place of business within Sri Lanka and continues to have an established place of business within Sri Lanka on the appointed date.
2.
DOCUMENTS TO BE DELIVERED FOR REGISTRATION
Every company that has established a place of business in conformity with 1 (a) or (b) above shall within one month from the date of establishment of its place of business within Sri Lanka, deliver to the Registrar for registration -
(i)a certified copy of the charter, statutes or memorandum and articles of association of the company or other instrument constituting or defining the constitution of the company and where that instrument is not in the official language of Sri Lanka or in English, a translation of that instrument in such language as may be specified by the Registrar
.
(ii)a list of the directors of the company, containing such particulars with respect to the directors as are by this Act required to be contained with respect to directors in the register of directors of a company in the prescribed manner [FORM 45]
(iii)the names and addresses of one or more persons resident in Sri Lanka authorized to accept on behalf of the company, service of documents and of any notice required to be served on the company in the prescribed manner [FORM 46].
(iv)a statement containing the full address of the registered or principal office of the company in the country of origin and the principal place of business of the company within Sri Lanka; [FORM 44]
(v)a certified copy, certified of recent date, of any document affecting or evidencing the incorporation of the company

(vi)A valid Power of Attorney authenticated by the seal of the company authorizing the persons or person resident in Sri Lanka to act on behalf of the company.
3.
Where an overseas company has established a place of business within Sri Lanka before the appointed date and has complied with the requirements of Part XIII of the Companies Act No. 17 of 1982 in relation to the delivery of documents and particulars, such company shall be deemed to have complied with 2 above.
4.
Where it appears to the Registrar that the corporate name of a registered overseas company would be precluded from registration under Section 7 of the Act had it been formed under this Act, the Registrar may take appropriate steps in terms of the Act to issue notice on the company to register another name approved by the Registrar.
Note
1.
A document shall be deemed to be duly certified if the document is certified to be a true copy -
i) by an official of the government of such foreign country to whose custody the original is committed ; or
ii) by a Notary Public of such country; or
iii) by some officer of the company before some person having authority to administer an oath in that country; and

by the signature or seal of that official, Notary Public or person being authenticated by an official of the Sri Lankan Embassy in that country.

In the case of a country where there is no Sri Lankan Embassy the signatures may be authenticated by the Trade Commissioner; or any representative of the government of Sri Lanka in that country; or any member of the judiciary of that country; or

any other person acceptable to the Registrar General of Companies

2.
Prescribed forms may be purchased from the department or downloaded from the website http://www.drc.gov.lk
3.
The current prescribed fees for registration are :-

For registration of an overseas company Rs. 50,000.00

For registration of any document Rs. 1000.00

12% VAT is payable on all registration fees

4.
All forms must be printed or typewritten.
 
 
PROCEDURE TO APPLY FOR A LICENCE UNDER SECTION 34 OF THE COMPANIES ACT No 7 of 2007
 
 
1.
Subsection (1) of Section 34 provides – “Where the Registrar is satisfied that an association about to be formed as a company limited by guarantee is to be formed for promoting commerce, art, science, religion, charity, sport, or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividends to it members –
 
  1. the Registrar may by licence direct that the association be registered as a company limited by guarantee, without the addition of the word ‘Limited’ to the name; and
 b. the association may be registered accordingly, and shall on registration enjoy all the privileges and subject to
he provisions of this section, be subject to all the obligations of a limited company.
 
2.
The grant of a licence under these provisions is entirely within the discretion of the Registrar.
 
3.
In the exercise of his discretion the Registrar reserves to himself the right to call upon the association seeking registration for evidence of its ability to carry out its objects and sustain itself financially.
 
4.
The applicants should in the first instance:
 (a) make an application for approval of the company name on the prescribed form together with the search fees payable. Approval of a name is subject to the restrictions in section 7(1) and where applicable subject to the consent of the Minister as provided for in subsection (2).
 (b)In the case of names requiring the Ministers’ consent applications for approval must be supported by a written request giving reasons for the use of any of the words listed in Section 2(a), (b), (c), or (d).
 (c)submit a draft of the proposed Articles of Association which set out the objects of the company and the amount which each member undertakes to contribute to the assets in the event the company is put into liquidation
 
5.
The draft Articles of Association (Model Articles in the First Schedule may be adopted with appropriate changes) must include
(a)the objects of the company;
(b)the rights and obligations of the members of the company; and
(c)the management and administration of the company.
 If investment powers are to be included it should be in the form of the following standard clause appropriately numbered .
To invest the moneys or funds of the Company not immediately required for its purposes in or on such investments, securities and/or property as may be thought fit subject nevertheless to such conditions as may for the time being be imposed by law.

Provide that –

(i)the Company shall not support with its funds or otherwise any object of a partisan political nature;
(ii)the Company shall deal with or invest in any property devolving upon it from a trust solely in a manner allowed by the terms of the trust and the relevant provisions of the law, having regard to such trusts;
(iii)the Company shall not support with its funds any object or endeavour to impose on its members or others any regulation, restriction or condition which if an object of the company would make it a trade union.
(iv)the Company shall not sell, mortgage, charge or lease any immovable property which it may hold without the written consent of the Registrar and without such authority, consent or approval as may otherwise be required by law and as regard such property the directors of the company or other governing body shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults and for the due administration of such property in the same manner and to the same extent as such directors or body would have been if no incorporation had been effected.
 
 The following terms and conditions subject to which a Licence is granted shall also be included in the articles and appropriately numbered.
 
 The company shall apply the income and property when so ever derived solely towards the promotion of the objects of the Company as set forth in these Articles of Association, and no portion thereof shall be paid to or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Company. 
Provided that nothing herein shall prevent the payment in good faith, of reasonable and proper remuneration to any officer or servant of the Company, or to any member of the Company, in return for any services actually rendered to the Company, but so that no member of the Board of Directors or Governing Body (by whatever name called) of the Company shall be appointed to any salaried office of the Company or any office of the Company paid by fees; and that no remuneration or other benefit in money or moneys worth shall be given by the Company to any member of the Board of Directors or Governing Body for such office except repayment of out of pocket expenses or reasonable and proper rent for premises demised or let to the company provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Board of Directors or Governing Body may be a member and in which such member shall not hold more than one hundredth part of the capital and such member shall not be bound to account for any share of the profits he may receive in respect of such payment.  
 
 No addition, alteration or amendment shall be made to or in the provisions of the Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by the Registrar. 
 The above two paragraphs (appropriately numbered) of these Articles of Association contain conditions subject to which a Licence is granted by the Registrar in pursuance of Section 34(1)(a) of the Companies Act No 7 of 2007. 
 
 The Articles must include the following clauses:-
 Every member of the Company undertakes to contribute to the assets of the Company in the event of the same being put into liquidation while he/she is a member, or within one year after he/she ceases to be a member for payment of the debts and liabilities of the Company contracted before he/she ceased to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding Rupees (State the amount) 
 if upon the dissolution of the Company there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Company. Such institution or institutions to be determined by the members of the Company at or before the time of dissolution and if and so far as effect cannot be given to such provision, then to some charitable object. 
 If the company is an organization formed by a group of persons on a voluntary basis and :
(a)is of a non government nature;
(b)is dependent on public contributions, charities, grants payable by the government or donations local and foreign, in carrying out its functions;
(c)has as its main objectives, the provisions of such relief and services as are necessary for the mentally retarded or physically disabled, the poor, the sick, the orphans and the destitute, and the provisions of relief to the needy in times of disaster;

and includes a community hostel.

the following clause must also be included and appropriately numbered
 
  • The Company / association being a ‘voluntary social service organization’ as defined under the Voluntary Social Service Organisation (Registration and Supervision) Act, shall take steps to register under the said Act after incorporation.
 
6.
On approval of the draft by the Registrar the applicants will be required to publish a notice in a national daily newspaper (on a given format) at their expense stating the objects and inviting objections, if any, to be forwarded to the Registrar before a given date not less than 3 weeks from the date of publication.
 
7.
Acceptance of the application for registration will thereafter depend on whether or not objections have been received and subject to disposal of such objections.
 
8.
The application for registration must be made on the prescribed form [FORM 5] together with the registration fees payable, to which must be attached :
(a)2 bound copies of the Articles of Association which should be typed or printed as specified in the regulations;
(b)a consent under section 203 on the prescribed form [FORM 18] from each of the initial directors to act as a director; and
(c)a consent under section 221 on the prescribed form [FORM 19] from the initial secretary to act as secretary of the company.
 
 
COMPANIES Act No. 7 of 2007
 
RULES AND GUIDELINES TO REGISTER AN OFF-SHORE COMPANY IN SRI LANKA – UNDER PART XI OF THE ACT
 
1.
COMPANIES THAT MAY BE REGISTERED:
 Any company or body corporate incorporated in Sri Lanka or under the laws of any foreign country may make an application to the Registrar General of Companies (hereafter referred to as Registrar) to be registered as an Off-shore company and to be referred to as such. Registration of the company will be subject to the Registrar being satisfied that –
 
(a)
winding up or liquidation of such company has not commenced
 
(b)
a receiver of the property has not been appointed;
 
(c)
there is no scheme or order in force suspending the rights of creditors; and
 
(d)
in the case of a company incorporated abroad, there is no legal impediment in the country of incorporation to the company engaging in the business of an Off-shore company; (A certificate from the registering authority or a reputed law firm in that country to that effect would be required).
 
(e)
the issue of the certificate of registration will not render defective any legal or other proceedings instituted or to be instituted by or against the company.
 
2.
GRANT OF CERTIFICATE OF REGISTRATION
 
(a)
The issue of a certificate of registration will be subject to the above and the discretion of the Registrar that the registration will be in the national interest or in the interest of the national economy and any conditions that the Registrar may embody in the certificate.
 
(b)
The grant of a certificate of registration as an off-shore company shall entitle the company to carry on its business outside the shores of Sri Lanka and exempt the company from complying with any other provisions of the Act.  
 
 
3.
DOCUMENTS TO BE DELIVERED FOR REGISTRATION
An application for registration must have the following documents attached to it.
 
(a)
a certified copy of the charter, statutes or memorandum and articles of association of the company or other instrument constituting or defining the constitution of the company and where that instrument is not in the official language of Sri Lanka or in English, a translation of that instrument in such language as may be specified by the Registrar. 
a list of the directors or those managing the affairs of the company, containing their full names, addresses, occupations and the offices they hold in the company.[FORM 45] 
(b)
(c)
the names and addresses of one or more persons who are resident in and are citizens of Sri Lanka who is or are authorized to represent the company; [FORM 46] 
(d)
statement containing the full address of -
(i)the registered or principal office of the company in the country of incorporation; [FORM 44] and
(ii)the office of the company in Sri Lanka; [FORM 44].
(iii)a certified copy (certified of recent date) of the incorporation of the company. 
(e)
A valid Power of Attorney (authenticated by the seal of the company if applicable) authorizing the persons or person resident in Sri Lanka to act on behalf of the company.
 
(f)
Produce to the Registrar a certificate from a bank, that the prescribed sum to defray the expenses of the off-shore company for the purposes of its office in Sri Lanka has been deposited to the credit of an account at the bank in the name of the off-shore company.
 
(g)
Where an off-shore company intends to continue its business as an off-shore company it must produce not later than 31st day of January each year (or such later date as the Registrar may approve) -
(i) proof of payment of the prescribed fee in the prescribed manner; and
(ii) a certificate referred to at (f)
 
4.
PROHIBITION
An Off-shore company shall have power to carry on any business outside Sri Lanka but shall not be entitled to carry on any business within Sri Lanka.
An Offshore company is not precluded from securing any benefits or advantages available under any written law applicable to it.
CESSATION OF BUSINESS
An of-shore company may cease carrying on business as an offshore company by giving notice to the Registrar on the prescribed form of its intention to do so.(Form 24)
 
5.
 
6.
Prescribed forms may be purchased from the department or downloaded from the website http://www.drc.gov.lk
 
7.
The current prescribed fees for registration are :-

Amount to be credited to a bank to defray
expenses of an off-shore company in Sri Lanka
for the purpose of its office US$ 100,000.00

For registration of an offshore company Rs. 100,000.00

For registration of any document Rs. 1000.00

15% VAT is payable on all registration fees

 Note

1.A document shall be deemed to be duly certified if the document is certified to be a true copy -

i) by an official of the government of such foreign country to whose custody the original is committed ; or

ii) by a Notary Public of such country; or

iii) by some officer of the company before some person having authority to administer an oath in that country; and

by the signature or seal of that official, Notary Public or person being authenticated by an official of the Sri Lankan Embassy in that country.

In the case of a country where there is no Sri Lankan Embassy the signatures may be authenticated by the Trade Commissioner; or any representative of the government of Sri Lanka in that country; or any

member of the judiciary of that country; or any other person acceptable to the Registrar General of Companies

2. All forms must be printed or typewritten.

    Issued by the Department of the Registrar General of Companies,
    400, D.R.Wijewardena Mawatha,
    Colombo 10,
    Sri Lanka.
    Dated ………..