What are the core company compliance obligations in Sri Lanka for 2026?

Key obligations include filing Annual Returns (Form 15) on time, maintaining accurate eROC records for directors and officers (including unique email and valid phone number), updating changes in directors/secretary/shareholdings/registered office promptly, and ensuring that certified copies and governance documents match the live eROC data.

What is eROC and why is it critical for companies?

eROC is the electronic platform of the Registrar General of Companies in Sri Lanka. It serves as the single source of truth for company data. Banks, finance companies, investors, and regulators increasingly rely on eROC to verify director identities, company status, and filing history before approving loans, onboarding, or transactions.

Do directors need a unique eROC profile and email?

Yes. Each person must maintain a single eROC profile linked to one unique email and a valid mobile number. That profile is connected to every company where the person is a director, company secretary, or shareholder. Duplicate or inconsistent profiles can cause filing rejections and delays across multiple companies.

What happens if the Annual Return (Form 15) is late?

Late Annual Returns trigger an automatic spot penalty at submission. More importantly, no further company record changes (director/secretary changes, share transfers, registered office updates) can be processed until overdue Annual Returns are submitted and accepted.

Which company changes are blocked if Annual Returns are outstanding?

You cannot register director or secretary appointments/resignations, process share transfers, or update the registered office while Annual Returns are overdue. Regularising Form 15 filings is a prerequisite for any further changes.

How do QR-coded certified copies from eROC work?

Certified copies issued via eROC contain a QR code and are typically valid for six months from the date of issue. Banks and counterparties scan the QR code to verify authenticity and validity instantly. Expired or outdated certified copies are commonly rejected.

Why do banks and financial institutions rely on eROC records?

Lenders treat eROC as the authoritative register for director identity, company status, and compliance history. Accurate eROC records reduce onboarding friction, speed up credit decisions, and ensure regulatory KYC/AML alignment. Mismatches or outdated records can delay or block approvals.

Which eROC details must be kept accurate for directors and officers?

Full legal name (as per ID/passport), NIC/passport details, unique email address, valid mobile number, appointment/resignation dates, and any role changes. Ensure the profile is unique and consistently used across all associated companies.

How often should companies review their eROC compliance?

At minimum, review eROC profiles and company records quarterly, and always before major events: bank facilities, investment rounds, share transfers, director changes, or regulatory audits. Continuous monitoring helps avoid filing blocks and transactional delays.

What are common compliance mistakes that cause delays?

Duplicate director profiles, shared or inactive emails, incorrect appointment/resignation dates, overdue Annual Returns (Form 15), and discrepancies between board resolutions and eROC submissions. These issues frequently trigger rejections and banking delays.

How can a company become ‘bank-ready’ from a compliance standpoint?

Conduct an eROC compliance audit, clean up duplicate profiles, regularise overdue filings, verify director/officer contact details, align governance documents with filings, and maintain a forward calendar for statutory deadlines. Provide banks with fresh QR-coded certified copies when requested.

Can a professional company secretary manage our eROC compliance end-to-end?

Yes. A professional company secretarial firm can audit your current status, fix historical inconsistencies, maintain ongoing filings (including Annual Returns), rationalise director profiles, and ensure you remain bank-ready with accurate, up-to-date eROC records.

Company Compliance Obligations and eROC Requirements in 2026

In: Compliance

Sri Lanka’s regulatory landscape is undergoing rapid transformation. In 2026, company compliance obligations and eROC requirements have become central to how businesses operate, raise finance, and maintain credibility. For SMEs, directors, and shareholders, the shift is clear:
Governance is no longer a formality — it is a strategic necessity.

This article explains why compliance discipline, accurate Registrar of Companies (RoC) records, and eROC readiness are now essential parts of doing business in Sri Lanka.

Why Compliance Matters More Than Ever in 2026

The Sri Lankan regulatory environment has become significantly more structured and technology‑driven.
Key forces driving this change include:

The Registrar General of Companies strengthening its digital governance rules
Financial institutions depending heavily on real‑time eROC records
Increased emphasis on director identity accuracy, email consistency, and data integrity
Instant digital verification of company records through QR‑coded certified copies

In short:

If your compliance is weak, your company becomes non‑bankable, non‑verifiable, and non‑operational.

One Person, One Profile: A Key eROC Requirement

One of the biggest regulatory shifts is the strict enforcement of unique individual profiles in eROC.

Every person must now have:

One unique eROC profile
One dedicated email address
One valid mobile number

This single profile is then connected to all companies where the individual acts as:

A director
A company secretary
A shareholder

Why this matters

Duplicate profiles → filing errors, rejection
Wrong email → missed notifications, blocked filings
Unreachable number → compliance delays

For directors who serve in multiple companies, an incorrect profile can affect every company they are associated with.

Your Company Records Must Be 100% Accurate

In 2026, RoC records are no longer just placeholders. They now form a verified digital footprint of your entire corporate structure.

This includes:

Director and secretary details
Email and phone numbers
Appointment and resignation history
Share structures
Annual return history
Changes to registered office and company status

These records are now cross‑checked by:

Banks
Finance companies
Investors
Government agencies
Foreign partners
Compliance auditors

If your eROC details do not match reality, you will face delays or outright rejections.

Annual Returns (Form 15): No Tolerance for Delays

Annual returns are now treated with zero flexibility.

Key enforcement rules:

Form 15 must be filed by the due date
Late filings automatically trigger a spot penalty
The system does not allow “late filing without penalty”
Historical delays show up on your permanent compliance record

Most important:

No company record changes can be made until overdue annual returns are filed.

This includes:

Director appointments
Director resignations
Share transfers
Secretary changes
Registered office updates

Many companies learn this only when the system rejects a filing during a bank transaction or investment process.

Certified Copies Now Carry QR Codes

All certified copies obtained through eROC now include:

A QR code
A six‑month validity period
Instant digital authentication

Financial institutions no longer rely on:

PDFs sent by clients
Manually stamped documents
Unverified photocopies

They scan the QR code and verify the document instantly.

If your eROC records are outdated, this verification exposes the issue immediately.

Banks and Financial Institutions Now Depend on eROC

This is the most important shift affecting Sri Lankan SMEs.

Banks now rely almost entirely on eROC accuracy when evaluating:

Loan applications
Leasing facilities
Credit lines
Guarantees
Account openings
Director KYC updates
Corporate banking onboarding

A single mismatch — such as a wrong email, outdated directorship, or unfiled annual return — can delay or block financial approvals.

Compliance Is Now Operational Risk Management

Non‑compliance is no longer just a regulatory issue — it is a direct business continuity risk.

Consequences of weak compliance now include:

Delayed loan approvals
Rejected filings
Stalled share transfers
Governance disputes
Loss of investor confidence
Inability to complete corporate transactions
Financial penalties

Companies with strong compliance enjoy:

Faster bank approvals
Smooth corporate transactions
Stronger investor trust
Better audit outcomes
Enhanced governance reputation

How We Support Your Compliance Journey

We specialise in helping companies navigate the new compliance landscape.

Our services include:

Full eROC compliance audits
Director profile clean‑ups (eliminating duplicates)
Annual return monitoring & timely submissions
Correcting historical filing inconsistencies
Governance documentation and board advisory
Ensuring bank‑ready and investor‑ready compliance status

Our goal is not just to file documents —
We build compliant, governance‑driven companies that banks trust.

Final Thought

Sri Lanka is now in a new era of compliance.

Accurate eROC records are no longer an administrative choice. They are a business requirement.

Compliance is the foundation for credibility, finance, growth — and survival.

By prioritising governance today, your company protects its future, strengthens trust, and stays ready for every opportunity that 2026 brings.