A company secretary Sri Lanka is not optional. Every Private Limited Company registered in Sri Lanka must appoint one by law. Without a licensed Company Secretary, your registration will fail before it even starts.
But what exactly does a Company Secretary do? Why is the role so important? And how do you find the right one for your business? This guide answers all of these questions simply and clearly.
What Is a Company Secretary Sri Lanka?
A company secretary Sri Lanka is a qualified professional who manages your company’s legal and compliance obligations. They are not the same as an office secretary or personal assistant. Furthermore, they are not an optional add-on to your business.
Under the Companies Act No. 07 of 2007, every registered company in Sri Lanka must appoint a Company Secretary. This person must hold a valid Certificate of Practice issued by the Department of the Registrar of Companies. Without this certificate, the appointment is not valid.
Is a Company Secretary Sri Lanka Legally Required?
Yes. This is not a choice. Sri Lankan company law makes it mandatory for every Private Limited Company to have a Company Secretary at all times.
Furthermore, the Company Secretary must be appointed before you can complete your registration. The eROC portal requires a signed Form 19 — the Company Secretary consent form — as part of every incorporation application. Without it, the Registrar of Companies will reject your submission.
If a company operates without a Company Secretary at any point after registration, the directors face personal liability. As a result, this is one compliance obligation you cannot afford to ignore.
What Does a Company Secretary Sri Lanka Do?
The role of a company secretary Sri Lanka goes far beyond paperwork. They are your company’s main compliance officer. Here is what a good Company Secretary does for your business:
Manages Company Registration
At the start, your Company Secretary handles the entire registration process. They prepare Form 1, Form 18, and Form 19. They draft or review your Articles of Association. Furthermore, they submit everything through the eROC portal and follow up with the Registrar until your Certificate of Incorporation arrives.
Files Annual Returns
Every company must file an Annual Return — called Form 15 — with the Registrar of Companies. Your first filing is due within 18 months of incorporation. After that, you must file it every year. Your company secretary Sri Lanka prepares and submits this on your behalf. Moreover, they make sure you never miss a deadline and avoid the penalties that come with late filing.
Maintains Statutory Registers
The Companies Act requires every company to keep accurate records at all times. These include a register of directors, a register of shareholders, a register of charges, and minutes of all board and shareholder meetings. Your Company Secretary maintains all of these records. As a result, your company stays compliant and audit-ready at all times.
At ASAC, we give all client companies access to The Boardroom — our own platform for managing company records. It stores all your statutory documents securely in one place. Furthermore, you can access everything 24/7 from your mobile phone or desktop. No more chasing paperwork or waiting for documents. Your company records are always at your fingertips, whenever you need them.
Prepares Board Resolutions and Minutes
Every major company decision needs a properly drafted resolution. Opening a bank account, appointing a new director, changing the registered address, approving financial statements — all of these require formal resolutions and minutes. Your company secretary Sri Lanka drafts these documents and makes sure they are properly signed and filed.
Handles Director and Shareholder Changes
When a director resigns or a new one joins, the Registrar must be notified. When shares are transferred between shareholders, this too must be recorded and reported. Your Company Secretary manages all of these changes. Furthermore, they make sure every update is reflected correctly in both the company’s records and the eROC system.
Liaises With the Registrar of Companies
Your Company Secretary is your official link to the Department of the Registrar of Companies. They handle all formal correspondence, respond to queries, and make sure your company’s eROC profile is accurate and up to date at all times.
Advises on Corporate Governance
A good company secretary Sri Lanka does more than file forms. They advise directors on their legal duties and responsibilities. They flag compliance risks before they become problems. Furthermore, they guide the company on governance best practices under Sri Lankan company law.
Who Can Be a Company Secretary Sri Lanka?
Not everyone qualifies. To act as a Company Secretary in Sri Lanka, a person must hold a valid Certificate of Practice issued by the Department of the Registrar of Companies.
In practice, most Company Secretaries in Sri Lanka are one of the following:
- A Chartered Secretary (ACIS or FCIS) — a member of the Chartered Governance Institute
- An Attorney-at-Law registered with the Bar Association of Sri Lanka
- A Chartered Accountant registered with CA Sri Lanka
- A firm of Company Secretaries holding a corporate Certificate of Practice
A foreign national living overseas cannot act as a company secretary Sri Lanka. The law requires the Company Secretary to be resident in Sri Lanka. This is especially important for foreign-owned companies — you must appoint a local, qualified Company Secretary regardless of where you are based.
Company Secretary Sri Lanka for Foreign-Owned Companies
If you are a foreign investor registering a company in Sri Lanka, this requirement becomes even more critical. You must appoint a local, licensed Company Secretary before your company can incorporate. There are no exceptions.
Furthermore, your Company Secretary takes on a particularly important role in foreign-owned companies. They manage all regulatory communications on your behalf. They keep the company compliant with Sri Lankan law while you focus on running your business from overseas. Moreover, they act as your trusted local representative with the Registrar of Companies.
ASAC has acted as Company Secretary for foreign-owned companies across IT, BPO, hospitality, construction, and professional services sectors since 1991. Learn more about our company secretarial services here.
What Happens If Your Company Secretary Sri Lanka Resigns?
If your Company Secretary resigns or is removed, you must appoint a replacement immediately. Operating without a Company Secretary — even for a short period — puts your directors at risk of personal liability.
The resignation or removal of a Company Secretary must also be formally notified to the Registrar of Companies through the eROC portal. Furthermore, the new appointment must be registered as well. Your outgoing Company Secretary should assist with the handover of all statutory records and registers to the incoming one.
ASAC handles Company Secretary replacements regularly. If you need to change your Company Secretary, read our guide on replacing a Company Secretary in Sri Lanka or book a call with our team below.
How Much Does a Company Secretary Sri Lanka Cost?
The cost depends on the scope of services your company needs. A simple locally-owned company with straightforward compliance needs will pay less than a multi-director foreign-owned company with complex governance requirements.
Rather than quoting a number that may not reflect your situation, ASAC prefers to understand your company first. We then give you a clear, accurate quote with no hidden charges.
Book a 15-minute call with our team below and we will give you a full breakdown.
Frequently Asked Questions
Is a company secretary Sri Lanka legally required? Yes. Every Private Limited Company registered in Sri Lanka must appoint a licensed Company Secretary under the Companies Act No. 07 of 2007. Without one, you cannot complete your company registration.
Can a director also be the Company Secretary? No. A sole director of a company cannot also act as the Company Secretary of the same company. However, in a company with two or more directors, one director may act as Company Secretary provided they hold the required Certificate of Practice.
Can a foreign national be a company secretary Sri Lanka? No. The Company Secretary must be resident in Sri Lanka. Furthermore, they must hold a valid Certificate of Practice issued by the Department of the Registrar of Companies. A foreign national based overseas does not qualify.
What happens if I don’t appoint a company secretary Sri Lanka? Your company registration will fail. Furthermore, if your Company Secretary resigns after registration and you do not replace them immediately, your directors face personal liability under the Companies Act.
How do I change my company secretary Sri Lanka? The resignation or removal must be formally notified to the Registrar of Companies through eROC. A new Company Secretary must be appointed and registered at the same time. ASAC assists companies with Company Secretary replacements as part of our corporate governance services.
Does a company secretary Sri Lanka handle tax filing? A Company Secretary manages statutory compliance — Annual Returns, board resolutions, statutory registers, and Registrar correspondence. Tax filing is a separate function handled by an accountant or tax advisor.
How ASAC Can Help
Ananda Sirisena & Company (ASAC) is a registered practicing Company Secretary with over 30 years of experience in company secretarial services Sri Lanka. We act as Company Secretary for a wide range of companies — from local startups to foreign-owned businesses across multiple sectors.
Our team includes Chartered Secretaries, Chartered Accountants, and an Attorney. As a result, we cover governance, compliance, and legal requirements comprehensively for every client company.
We handle Annual Returns, board resolutions, director and shareholder changes, statutory registers, eROC filings, and all Registrar correspondence. Furthermore, we provide ongoing advisory support so your company stays fully compliant year after year.
If you need a company secretary Sri Lanka — whether for a new registration or to replace an existing secretary — book a free 15-minute call with our team.
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