Introduction Company Registration in Sri Lanka

If you are planning to launch a business in Sri Lanka, one of the most common choices is to register as a Private Limited Company (Pvt Ltd). This structure is recognized by banks, investors, and regulators, and it offers limited liability protection for its shareholders. While this path provides long-term stability, many first-time founders find the registration process confusing due to multiple forms, legal requirements, and compliance obligations. This comprehensive guide explains the entire journey of registering a Pvt Ltd company in Sri Lanka, step by step, from your perspective as a client.

Why Choose a Private Limited Company?

Unlike sole proprietorships or partnerships, a Private Limited Company is a separate legal entity. This means your personal assets are protected from business debts. It also adds credibility in the eyes of lenders, suppliers, and potential partners. Furthermore, Pvt Ltd companies make it easier to onboard co-founders, issue shares to investors, and expand internationally. In short, if you plan to grow beyond a very small business, incorporation as a Pvt Ltd is the most sustainable choice.

Step 1: Free Name Check and Reservation

The first step in incorporation is choosing and reserving your company name through the eROC portal. Many entrepreneurs face rejection at this stage because their chosen name is too similar to an existing company or contains restricted words like “Bank” or “Insurance.” To avoid this, BizReg offers a free company name check service. We screen your proposed names, suggest compliant variations, and then file for reservation, saving you from rejections and wasted fees.

Step 2: Draft the Articles of Association

The Articles of Association (AoA) function as the company’s constitution, outlining the rights of shareholders and directors and the rules for management. While you can adopt the standard Articles provided under the Companies Act, tailoring them to your company’s unique needs often proves beneficial. BizReg advises you on whether to use standard or custom Articles, ensuring your governance documents align with your business goals and investor expectations.

Step 3: Prepare and File Statutory Forms

To incorporate, you must file three core forms:

• Form 1: Incorporation application, including details of the registered office and shareholding structure.
• Form 18: Consent and particulars of directors.
• Form 19: Consent and particulars of the secretary.
  Errors in these forms, such as typos in names or mismatched details with NICs or passports, are among the most common reasons for re-submissions. BizReg reconciles every detail to ensure consistency across your filings.

Step 4: Appoint a Company Secretary

A Company Secretary is legally required under the Companies Act. The secretary maintains statutory registers, ensures filings are made on time, and advises directors on compliance obligations. Incorporation cannot proceed without Form 19, which is the secretary’s consent to act. BizReg includes secretary appointment in our flat package, guaranteeing compliance from day one.

Step 5: File Incorporation Documents on eROC

Once your name is reserved, Articles finalized, and forms prepared, we submit the entire incorporation pack through eROC. If the Registrar requests clarifications or corrections, we handle them on your behalf, preventing unnecessary delays.

Step 6: Obtain the Certificate of Incorporation

After approval, you will receive your Certificate of Incorporation, which proves your company is legally registered. This certificate enables you to open bank accounts, enter contracts, and officially commence operations. BizReg provides all documents—including Articles, forms, and registers—in a secure digital vault for easy access.

Step 7: Post-Incorporation Compliance

Your responsibilities don’t end with incorporation. Post-registration obligations include:

• Opening a corporate bank account (using BizReg’s provided board resolution pack).
• Registering with the Inland Revenue Department for a Tax Identification Number (TIN).
• Preparing for your first Annual General Meeting (AGM) and filing your first Annual Return (Form 15) within 30 working days after the AGM.
  BizReg integrates all these milestones into a compliance calendar, complete with reminders.

Timelines and Costs

In most cases, incorporation takes 5–7 working days once documents are ready. BizReg charges a flat LKR 42,000 for single-director companies, which includes the secretary appointment, Articles preparation, filings, and compliance setup. Each additional director costs LKR 3,000.

Common Mistakes to Avoid

Entrepreneurs often delay their registrations due to mistakes such as submitting invalid names, overlooking secretary appointments, or mismatched details across documents. Others underestimate post-incorporation obligations, leading to fines later. By working with BizReg, you sidestep these errors and ensure a smooth process.

Conclusion

Registering a Private Limited Company Registration in Sri Lanka is not as daunting as it seems if you understand the process and have the right partner. BizReg simplifies incorporation with a free name check, flat LKR 42,000 package, and full compliance support, so you can focus on building your business with confidence.

Final Call to Action: Begin your incorporation journey with BizReg today. Start with a free company name check and move forward with the assurance that every step will be handled professionally, transparently, and without hidden costs.