Starting your company is just the first step. To keep it in good legal standing, every company registered in Sri Lanka must meet annual filing requirements with the Registrar of Companies (ROC) and the Inland Revenue Department. Missing these deadlines can lead to fines, legal trouble, or even your company being struck off the register.
Whether you’re a first-time entrepreneur or managing an established company, here’s everything you need to know about your annual filing obligations — and how RegisterMyBiz can keep you compliant and worry-free.
Why Annual Filings Matter
Annual filings ensure your company remains legally recognized and in good standing with government authorities. They also:
Keep the public record accurate
Show transparency to investors, banks, and partners
Protect directors from personal liability
Avoid penalties, interest, and legal complications
Key Annual Filing Requirements for Sri Lankan Companies
🔹 1. Annual Return (Form 15)
All companies must file an Annual Return (Form 15) with the ROC within 30 working days of the anniversary of their incorporation date. This document updates the ROC on:
- Registered office address
- Directors’ and secretary’s details
- Shareholders and shareholding structure
- Any share transfers during the year
Important: Even if there are no changes in your company details, filing the annual return is mandatory.
🔹 2. Audited Financial Statements
Your company must prepare annual audited financial statements in accordance with Sri Lanka Financial Reporting Standards (SLFRS). These include:
- Statement of financial position
- Income statement
- Statement of changes in equity
- Cash flow statement
- Notes to the accounts
The audited accounts must be approved by the board and presented to shareholders at the Annual General Meeting (AGM).
🔹 3. Holding an Annual General Meeting (AGM)
Companies are required to hold an AGM each calendar year, within six months of the financial year-end. The first AGM must be held within 18 months of incorporation.
At the AGM, shareholders:
- Review and adopt audited financial statements
- Approve dividends (if any)
- Re-appoint or change directors and auditors
- Discuss other significant matters
Minutes of the AGM should be recorded and kept as part of your statutory records.
🔹 4. Income Tax Return
Every company must file an annual income tax return with the Inland Revenue Department by the due date, usually within eight months of the end of the financial year. Late filing attracts penalties and interest.
Your tax filings must include:
- Audited financial statements
- Schedules of expenses and income
- Calculation of taxable income and tax payable
🔹 5. VAT/SVAT Filings (if registered)
If your company is registered for Value Added Tax (VAT) or Simplified VAT (SVAT), you must file periodic returns (usually monthly or quarterly) to report VAT collected on sales and claim input VAT credits.
🔹 6. EPF/ETF Returns (if you have employees)
If you employ staff, you are obligated to:
- Register with the Employees’ Provident Fund (EPF) and Employees’ Trust Fund (ETF)
- Deduct and remit contributions monthly
- Submit annual returns summarizing contributions made for each employee
🔹 7. Other Industry-Specific Filings
Depending on your business, you may have additional obligations such as:
- Sector licenses (e.g., travel, finance)
- Environmental permits
- Regulatory filings for BOI-registered companies
Deadlines You Can’t Miss
- Annual Return (Form 15): 30 working days after incorporation anniversary
- AGM: Within 6 months of the financial year-end
- Income Tax Return: Within 8 months of financial year-end
- VAT/SVAT Returns: Usually monthly or quarterly (by the 20th of the following month)
- EPF/ETF Returns: Monthly contributions by the last working day of the following month, annual returns by March 31
Missing these deadlines leads to penalties ranging from LKR 1,000–50,000 per infraction, depending on the type and length of delay.
Consequences of Non-Compliance
Ignoring annual filing obligations is a serious risk. Consequences include:
Fines and late fees
Legal action against directors and company secretary
Suspension of your company’s legal status
Difficulty renewing business licenses or securing bank financing
Loss of credibility with investors, partners, and customers
In extreme cases, the ROC can strike your company off the register, effectively shutting down your business.
How to Prepare for Annual Filings
✔️ Keep Accurate Records Year-Round
Maintain updated records of directors, shareholders, minutes of meetings, and financial transactions.
✔️ Set Reminders
Use a compliance calendar or reminders to track important filing dates.
✔️ Work with a Qualified Company Secretary
A professional corporate secretary will prepare documents, file forms, and guide you through requirements.
✔️ Engage a Chartered Accountant
Ensure your financial statements comply with SLFRS and are audited on time.
✔️ Communicate with Stakeholders
Schedule AGMs and share updates with shareholders well in advance.
Why Choose RegisterMyBiz for Annual Compliance
At RegisterMyBiz, we specialize in helping Sri Lankan companies stay fully compliant with annual filing obligations. Our services include:
Preparing and filing Annual Returns (Form 15)
Coordinating and documenting AGMs
Maintaining statutory registers and minutes
Reminding clients of key deadlines
Assisting with income tax, VAT, EPF/ETF, and other filings
Acting as your qualified company secretary to ensure legal compliance
Our experienced team keeps you organised, informed, and on track — so you can focus on running your business with confidence.
Conclusion
Annual filings are not just routine paperwork they’re essential for keeping your business legally compliant, credible, and ready to grow. By understanding your obligations and working with professionals, you can avoid costly mistakes and keep your company in good standing year after year.
Don’t let missed filings jeopardise your business. Contact RegisterMyBiz today to get expert help with your annual compliance needs.
