Starting your own company is an exciting milestone, but the process of registering a limited liability company (LLC) in Sri Lanka can feel overwhelming if you don’t know what to expect. From choosing the right company name to filing essential documents, each step must be handled accurately to ensure your business is compliant and ready to operate legally.
In this comprehensive guide, we’ll break down the entire registration process step by step — and show you how working with professionals like RegisterMyBiz can make it seamless and stress-free.
1. Choose and Reserve Your Company Name
The first step is selecting a unique name for your company. This name must not be identical or too similar to an existing registered business in Sri Lanka. Once you’ve decided on a name, you need to submit an application for name reservation with the Department of the Registrar of Companies (ROC).
The ROC will check for conflicts with existing company names or trademarks. If the name is approved, it will be reserved for 3 months, giving you time to complete the incorporation.
Pro tip: A professional service like RegisterMyBiz can help you conduct a preliminary name search and submit the reservation application correctly, avoiding unnecessary rejections.
2. Draft the Company’s Articles of Association
Articles of Association are the core set of rules governing your company’s operations. They outline how the company will be managed, rights of shareholders, appointment of directors, and more.
You can use the standard template provided under the Companies Act, or customize it to suit your business needs. However, customized articles should be drafted carefully to ensure they comply with Sri Lankan law.
3. Prepare Required Incorporation Documents
To register your LLC, you must submit the following key documents to the ROC:
- Form 1: Registration of a company.
- Form 18: Consent of directors.
- Form 19: Consent of the secretary.
- Articles of Association (signed by initial shareholders).
- Copy of the name reservation approval letter.
Make sure all forms are accurately filled out and signed by the relevant parties.
4. Appoint Directors and Company Secretary
Sri Lankan law requires every company to have at least one director and a company secretary. The secretary can be an individual or a qualified corporate secretarial firm.
Directors must be over 18 years old and should not have been declared bankrupt or convicted of crimes involving dishonesty. The company secretary plays a critical role in ensuring compliance with statutory requirements and maintaining proper corporate records.
5. Pay Registration Fees
Along with your incorporation documents, you’ll need to pay the prescribed fees to the ROC. Fees vary depending on your company’s authorized share capital.
Example: For a company with an authorized share capital of up to LKR 1 million, the registration fee is around LKR 15,000–20,000 (subject to changes by ROC regulations).
6. Submit Documents to the Registrar of Companies
Once all documents are prepared and fees paid, submit the complete package to the ROC office in Colombo. The ROC will review your documents and, if everything is in order, issue a Certificate of Incorporation.
The processing time can vary, but typically it takes 3–10 working days. Errors or omissions in your documents can lead to delays or rejections, so double-check everything — or better yet, have experts like RegisterMyBiz review and file them for you.
7. Obtain Company Tax Identification Number (TIN)
After incorporation, your company must apply for a Tax Identification Number (TIN) from the Department of Inland Revenue. This is essential for tax filings and opening a corporate bank account.
To apply for a TIN, submit the incorporation certificate and other supporting documents (like directors’ IDs) to the Inland Revenue office.
8. Register for VAT (if applicable)
If your business turnover is expected to exceed the VAT threshold set by the Sri Lanka Inland Revenue Department (currently LKR 80 million per annum), you must also register for Value Added Tax (VAT).
Registering for VAT allows you to collect and remit VAT on behalf of the government and claim input VAT credits on purchases related to your business.
9. Open a Company Bank Account
With your Certificate of Incorporation and TIN in hand, you can now open a corporate bank account. Most banks in Sri Lanka will require:
- Certified copy of the Certificate of Incorporation
- Board resolution authorizing opening of the account
- Copies of directors’ and shareholders’ identification
- Articles of Association
Having a separate bank account is crucial for financial transparency and maintaining proper records.
10. Maintain Compliance and Annual Filings
After incorporation, your company must remain compliant with annual obligations:
- Annual Return (Form 15): Must be filed with the ROC every year within 30 working days of the anniversary of incorporation.
- Board Resolutions and Minutes: Must be documented and maintained.
- Financial Statements: Prepare audited financial statements annually.
- Tax Filings: File annual income tax returns with the Inland Revenue.
Failure to meet these requirements can result in penalties or even deregistration.
How RegisterMyBiz Can Help
RegisterMyBiz specializes in company registration and corporate secretarial services. Our experienced team will:
✅ Conduct preliminary name searches
✅ Reserve your company name quickly
✅ Draft or review your Articles of Association
✅ Prepare and submit all required forms
✅ Provide a qualified company secretary
✅ Assist with obtaining your TIN and opening a corporate bank account
✅ Keep your company compliant with annual filings and statutory requirements
We make the process efficient, error-free, and stress-free — allowing you to focus on building your business.
Conclusion
Registering a limited liability company in Sri Lanka doesn’t have to be complicated if you understand each step and complete the paperwork accurately. By following this guide or partnering with professionals like RegisterMyBiz, you can set up your business with confidence and start operations smoothly. Ready to launch your company? Contact RegisterMyBiz today for expert assistance and personalized service.
