Company Registration in Sri Lanka for Foreigners.

How to Register a Company in Sri Lanka: Step-by-Step

Step 1 — Choose Your Company Structure

Before any documents are prepared, ASAC evaluates your business type, industry, investment size, and nationality to recommend the most appropriate structure. Getting this right at the start prevents costly restructuring later.

Step 2 — Company Name Approval

Your proposed company name must be checked for availability and approved by the Registrar of Companies (ROC) through the eROC online portal. A name that is too similar to an existing registered company will be rejected. ASAC conducts a thorough name search and submits the approval application on your behalf.

• Name must be unique and not conflict with registered trademarks
• Cannot imply a connection to a government body or royalty
• Approval is typically received within 1–3 working days

Step 3 — Prepare Incorporation Documents

Once the name is approved, the following documents are prepared and submitted to the eROC:

• Form 1 — Application for Incorporation (includes company name, address, directors, shareholders, and share capital)
• Articles of Association — the rules governing how the company operates
• Certified copies of passports for all foreign directors and shareholders
• Proof of residential address for all directors
• Consent letters from all directors

Step 4 — Registered Office Address

Every company in Sri Lanka must maintain a physical registered office address. A PO Box or virtual-only address is not accepted under Sri Lankan company law. ASAC provides a professionally managed registered office address at our Colombo 08 premises for clients who do not yet have a local office.

Step 5 — Company Incorporation

On submission of all documents and payment of the government incorporation fee, the Registrar of Companies issues a Certificate of Incorporation. The standard processing time is 4–5 working days from full document submission.

Step 6 — Post-Incorporation Registrations

After incorporation, the following registrations are required before commencing business:

• Tax Registration — Taxpayer Identification Number (TIN) from the Inland Revenue Department
• VAT Registration — mandatory if annual turnover exceeds the VAT threshold
• EPF/ETF Registration — required if hiring local employees (Employees’ Provident Fund and Trust Fund)
• Import/Export Registration — if the business involves trading goods across borders
• BOI Registration — if the investment qualifies under BOI criteria

Step 7 — Open a Corporate Bank Account

A Sri Lankan corporate bank account is required to receive investment funds and operate the business. ASAC assists with the bank introduction process. Foreign investors must remit share capital through the designated corporate account in compliance with the Foreign Exchange Act No. 12 of 2017.

Step 8 — Appoint a Local Company Secretary

It is a legal requirement for all companies registered in Sri Lanka to appoint a qualified, locally resident company secretary. ASAC provides ongoing company secretarial services to ensure your company remains compliant with the Companies Act No. 7 of 2007.