Sri Lanka’s Companies Act now requires every company to disclose its beneficial owners. This isn’t a proposal anymore — it’s been law since August 2025, and the compliance clock started running on 30 March 2026.
If your company hasn’t appointed an Authorised Person or started its beneficial ownership register yet, this guide walks through exactly what’s required, by when, and how to get compliant without guessing.
The Law, in Plain Terms
The Companies (Amendment) Act, No. 12 of 2025 was certified on 4 August 2025, inserting a new division — Sections 130A to 130J — into the Companies Act, No. 7 of 2007. It requires companies to identify and disclose the natural persons who ultimately own or control them, even where ownership sits behind holding companies, trusts, or nominee arrangements.
The operative regulations — the Companies (Beneficial Ownership) Regulation No. 1 of 2026 — were published under Extraordinary Gazette No. 2480/48 of 21 March 2026, bringing the regime into force on 30 March 2026.
The reform meets an International Monetary Fund (IMF) structural benchmark and aligns Sri Lanka with Financial Action Task Force (FATF) standards ahead of the Asia/Pacific Group’s AML/CFT Mutual Evaluation. In practice, it means real people — not just registered shareholders — are now identifiable behind every Sri Lankan company.
Who Counts as a Beneficial Owner
A beneficial owner is a natural person who, directly or indirectly, owns or controls 10% or more of a company, or who otherwise exercises effective control — even if their name never appears on a share register. Effective control includes indirect control through a chain of ownership, the power to appoint or remove a director, or any other means of influencing the company’s strategic decisions or general direction. Ownership is traced through offshore structures, holding companies, and nominee arrangements to the actual individual at the top.
Information the law requires you to hold on each beneficial owner:
- Full name and any previous names, as they appear on identification
- Date and place of birth
- Nationality and country of residence
- Full residential, business, email, and postal addresses
- Identification document number (National ID or passport, and country of issuance)
- Tax identification number, if registered in Sri Lanka
- Contact details
- Ownership percentage or extent of control, and the nature of the beneficial interest
This register must be kept at the company’s registered office and retained for at least 10 years from the date each record was made. (A separate, shorter rule applies only to a liquidator or administrator winding up a company: they must retain records for at least 5 years after the company is dissolved — that shorter figure isn’t the general rule for an active company.)
Is the Register Public?
Partially — this isn’t a fully confidential register. Under Section 130D, the Registrar must make certain details publicly accessible, electronically or physically:
- Full name and any former names
- Nationality, including dual citizenship where applicable
- Country of residence
- Business address
- The nature and extent of beneficial ownership
The more sensitive details — residential address, ID/passport numbers, date of birth, tax ID — are not automatically public. A member of the public would need to apply under the Right to Information Act No. 12 of 2016 to request anything beyond the public list above, and an authenticated copy can be obtained from the Registrar on payment of a prescribed fee.
Key Dates
| Milestone | Date |
|---|---|
| Companies (Amendment) Act No. 12 of 2025 certified | 4 August 2025 |
| Beneficial Ownership Regulation No. 1 of 2026 gazetted | 21 March 2026 |
| Regime comes into operation | 30 March 2026 |
| New incorporations: BO details filed with Registrar | At incorporation, or within 20 working days of a share issue/transfer |
| Shareholder gives BO details to the company | Within 10 working days of subscribing to or transferring shares |
| Company notifies Registrar of a change in beneficial ownership | Within 14 working days of receiving the details |
| Existing companies: disclose Authorised Person details | Within 3 months of the operative date (~30 June 2026) |
| Existing companies: forward full BO details to Registrar | Within 6 months of the operative date (~30 September 2026) |
| Listed companies: depositary notification of 10%+ shareholders as at the operative date | Within 30 days of the operative date |
Note: the Act also contains a 30-day “verify, report, record and notify” duty for existing companies (Section 130H(3)) that overlaps with the 6-month duty above. We’re treating 6 months as the operative deadline for the full BO filing pending clearer DRC portal guidance — check with us or the Registrar’s current published guidance before relying on either figure alone.
The Authorised Person: Your Company’s Legal Requirement
Every company must appoint an Authorised Person — a natural person resident in Sri Lanka — to be responsible for the safekeeping of the beneficial ownership register and for making that information available to authorised bodies on request. This is non-negotiable, even for companies with entirely foreign directors and owners.
Who can serve as Authorised Person:
- A local director of the company
- A qualified professional — Chartered Corporate Secretary, lawyer, or accountant
- A resident employee or manager
- A professional service provider
Their responsibilities:
- Safeguard the beneficial ownership register
- Make BO details available to authorised requesting bodies (the Attorney-General, the Financial Intelligence Unit, Customs, Inland Revenue, and other investigating or regulatory authorities)
- Ensure the company’s disclosures to the Registrar are made on time
Appointing your Authorised Person is a formal step — it needs a proper board resolution, not just an internal decision. Download our free Authorised Person appointment resolution template to get this done correctly.
The BO Forms You’ll Need to File
- BO 01 — Incorporation: beneficial ownership registration at the time a new company is incorporated
- BO 02 — Share Issue: filed after issuing new shares
- BO 03 — Share Transfer: filed to update ownership following a transfer of shares
- BO 04 — Annual Return: annual update or confirmation of beneficial ownership details
- BO 05 — Authorised Person: appointment of, and any subsequent change to, the Authorised Person
- BO 06 — Change of Registered Office: updates BO records when the registered office changes
- BO 07 — Existing Companies: initial beneficial ownership submission for companies already incorporated before 30 March 2026
Worked Examples
Direct foreign ownership: John Smith, an Australian resident, owns 100% of a Sri Lankan company through a local director. John is the beneficial owner — appointing a local director doesn’t remove that requirement.
Layered ownership: A Singapore holding company owns 60% of a Sri Lankan company, and three individuals each hold a third of that holding company. All three individuals are beneficial owners of the Sri Lankan company, disclosed against their share of the 60%. The law looks through the corporate layer to the real people at the top.
Trust structures: A discretionary trust holding 80% of a company, with four beneficiaries, means the four beneficiaries — not the trust — are the beneficial owners, typically disclosed at 20% each.
Mixed ownership: A company owned 40% by a local individual, 30% by a foreign individual, and 30% by a foreign company (itself owned equally by two people) results in four disclosed beneficial owners: the two direct holders plus the two individuals behind the corporate shareholder, each attributed their effective 15%.
Penalties for Getting This Wrong
The core beneficial ownership offences carry serious penalties under Section 130G:
- Company contravening core BO duties, or knowingly providing false/misleading information, withholding required details, or making a false register entry: a fine of up to LKR 1,000,000 and/or imprisonment up to 10 years
- Every director or officer of the company at the time of the offence is deemed liable on the same terms, unless they can prove they had no knowledge or exercised due diligence
- A shareholder, secretary, or Authorised Person who fails their specific disclosure duties faces the same penalty — up to LKR 1,000,000 and/or 10 years’ imprisonment
A separate, lower penalty applies specifically to the transitional reporting duties for existing companies under Section 130H: a fine of up to LKR 50,000 and/or imprisonment up to 6 months.
Beyond the statutory fines, non-compliance also carries practical risk: banking complications, loss of credibility with investors and partners, and difficulty raising finance.
Frequently Asked Questions
My company has only foreign directors and owners — do we still need an Authorised Person? Yes. Every company needs one resident in Sri Lanka, regardless of where directors or owners are based. Many foreign-owned companies appoint a professional service provider for this.
Can our Company Secretary act as the Authorised Person? Yes — this is common practice, and ASAC serves in this role for many of our foreign investor clients.
Is the register public? Partially. See the section above — some core details are published by the Registrar, but the more sensitive information is not automatically public.
What if a beneficial owner won’t provide their information? The company, its officers, and the Authorised Person can all face significant penalties if the register is incomplete, so this needs to be communicated as a legal requirement, not a request.
How long do we keep the records? At least 10 years from the date each record was made, for an active company.
Free Compliance Pack: Register Template, Resolution & Reference Guide
Getting compliant means three things: a proper register, a validly appointed Authorised Person, and a clear understanding of what the law actually requires. We’ve put together a free pack to help with all three:
- Beneficial Ownership Register (Excel) — ready to fill in, with a dropdown to track which BO Form was filed for each owner
- Authorised Person Appointment Resolution (Word) — a board resolution template, ready to adapt and sign
- Beneficial Ownership Reference Guide — a plain-English, section-by-section walkthrough of the law, plus a link to the official Act text
Need Help Getting Compliant?
Beneficial ownership compliance touches your legal structure, your filings, and your ongoing record-keeping — getting it wrong carries personal liability for whoever signs as Authorised Person. ASAC acts as Authorised Person for foreign investor clients across Australia, Singapore, and the UK, and handles the full BO Form filing process end to end.
Talk to us about Beneficial Ownership Register Services →
Sources
- Companies (Amendment) Act, No. 12 of 2025, Sections 130A–130J — Department of the Registrar of Companies
- Companies (Beneficial Ownership) Regulation No. 1 of 2026 — Extraordinary Gazette No. 2480/48 (21 March 2026)
- Department of the Registrar of Companies, Sri Lanka (drc.gov.lk)
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