Company registration Sri Lanka is the first and most important step in building a legal, credible, and protected business. Whether you are a local entrepreneur, a member of the Sri Lankan diaspora, or a foreign investor, this guide covers everything you need to know.
This is the complete 2026 reference guide for company registration Sri Lanka. It covers every key question — from choosing the right structure to staying compliant after incorporation. Furthermore, each section links to a detailed guide for those who want to go deeper on any topic.
Why Register a Company in Sri Lanka?
Sri Lanka offers a compelling environment for business. It sits at the crossroads of major Indian Ocean shipping routes. Furthermore, it provides access to South Asian, Middle Eastern, and Southeast Asian markets. The government actively promotes foreign investment with investor-friendly policies and a fully online registration system.
Registering a company in Sri Lanka gives you:
- Limited liability protection — your personal assets stay separate from business debts
- Legal recognition — the company can own assets, sign contracts, and sue or be sued
- Credibility — clients, banks, and partners take registered companies more seriously
- Access to corporate banking — full business banking facilities open up immediately
- Tax compliance — a clear legal framework for managing your tax obligations
- Investment readiness — the ability to take on shareholders and raise capital
For most entrepreneurs — local or foreign — a Private Limited Company (Pvt Ltd) is the right structure. It offers the best combination of protection, flexibility, and credibility under the Companies Act No. 07 of 2007.
How to Register a Pvt Ltd Company in Sri Lanka
Company registration Sri Lanka for a Private Limited Company runs entirely online through the eROC portal operated by the Department of the Registrar of Companies. You do not need to visit any government office.
The process has seven key steps:
- Create an eROC account at eroc.drc.gov.lk
- Reserve your company name — takes 2 to 3 business days
- Prepare your documents — Form 1, Form 18, Form 19, and Articles of Association
- Upload documents — PDF format only, handwritten forms not accepted
- Pay government registration fees — by debit or credit card through eROC
- Await Registrar approval — typically 5 to 7 business days
- Download your Certificate of Incorporation — sent by email and available on your eROC dashboard
The total timeline for a straightforward locally-owned company is 7 to 14 business days from start to finish.
Read the full step-by-step guide: How to Register a Pvt Ltd Company in Sri Lanka
Can a Foreigner Do Company Registration Sri Lanka?
Yes. Foreign company registration Sri Lanka is fully permitted in most sectors. Furthermore, 100% foreign ownership is allowed in many industries — including IT, BPO, tourism, construction, healthcare, and professional services. You do not need a Sri Lankan partner in most cases.
However, some sectors cap foreign ownership at 40%. Others are reserved for Sri Lankan nationals only. The key categories are:
100% foreign ownership permitted: IT, BPO, Tourism, Construction, Healthcare, Food Production, Logistics, Professional Services
40% cap applies: Travel Agencies, Mass Communication, Education, Agriculture, Mining, Coastal Shipping
Reserved for Sri Lankans: Pawn Brokering, Coastal Fishing, Retail Trade below USD 5 million, Security Services
Foreign-owned companies also have specific requirements. These include certified passport copies for all foreign directors and shareholders, a trilingual Articles of Association in English, Sinhala, and Tamil, and a licensed local Company Secretary. Furthermore, some sectors require Board of Investment (BOI) approval before registration.
Read the full guide: Foreign Company Registration Sri Lanka: Can Foreigners Own 100%?
Cost of Company Registration Sri Lanka
The cost of company registration Sri Lanka falls into two categories — government fees and professional service fees.
Government fees are fixed statutory charges paid directly through the eROC portal. They cover name reservation, Form 1, Form 18, Form 19, and the Articles of Association. The Department of the Registrar of Companies publishes all fee schedules on the DRC website. There are no hidden government charges.
Professional service fees vary depending on your company structure, number of directors, and whether foreign shareholding is involved. Every company situation is different. Furthermore, a Company Secretary is legally mandatory — so professional fees are effectively built into the cost of company registration Sri Lanka regardless.
ASAC provides transparent, all-inclusive pricing based on your specific requirements. We give you a full cost breakdown after a short consultation — no hidden extras, no surprises.
Read the full guide: Cost of Company Registration Sri Lanka: Full 2026 Breakdown
Documents for Company Registration Sri Lanka
Getting your documents right before you start is critical. The eROC portal only accepts PDF files. Furthermore, it rejects handwritten forms every time. Missing even one document forces you to resubmit — and your name reservation clock keeps ticking.
The core documents for company registration Sri Lanka are:
- Form 1 — company name, type, address, directors, shareholders, share structure
- Form 18 — one for each director, signed personally
- Form 19 — signed by your licensed Company Secretary
- Articles of Association — your company’s governing document
Foreign-owned companies also need certified passport copies for all foreign directors and shareholders, and a trilingual company name in the Articles of Association.
Read the full checklist: Documents for Company Registration Sri Lanka: Complete 2026 Checklist
Do You Need a Company Secretary for Company Registration Sri Lanka?
Yes — this is non-negotiable. Every Private Limited Company in Sri Lanka must appoint a licensed Company Secretary before completing registration. Without a signed Form 19 from a qualified Company Secretary, the Registrar will reject your application immediately.
A Company Secretary does far more than sign a form. They manage your company’s ongoing compliance — Annual Returns, board resolutions, statutory registers, director and shareholder changes, and all Registrar correspondence. Furthermore, they advise directors on their legal duties under Sri Lankan company law.
ASAC is a registered practicing Company Secretary with over 30 years of experience. We act as Company Secretary for a wide range of companies — from local startups to foreign-owned businesses across multiple sectors.
All ASAC clients also get access to The Boardroom — our 24/7 company records platform on mobile and desktop. Your statutory documents are always accessible, wherever you are.
Read the full guide: Company Secretary Sri Lanka: Do You Really Need One?
Company Registration Sri Lanka Timeline
For a standard locally-owned Pvt Ltd company, the company registration Sri Lanka timeline runs 7 to 14 business days. For foreign-owned companies, allow 10 to 21 business days. Here is how the timeline breaks down:
| Stage | Duration |
|---|---|
| Document preparation | 1 — 3 business days |
| Name reservation | 2 — 3 business days |
| Document signing | 1 — 2 business days |
| eROC submission and review | 5 — 7 business days |
| Certificate of Incorporation | Same day as approval |
The most common causes of delay are incorrect documents, name rejections, and uncertified foreign passport copies. ASAC reviews every application before submission to minimise these risks.
Read the full timeline guide: How Long Does Company Registration Sri Lanka Take?
What Is eROC and How Does Company Registration Sri Lanka Work Online?
eROC Sri Lanka — e-Registrar of Companies — is the official online portal for company registration Sri Lanka. The Department of the Registrar of Companies operates it. Through eROC, you can search for company names, reserve names, upload registration documents, pay fees, track your application, and download your Certificate of Incorporation.
Furthermore, eROC handles all post-registration compliance as well. Annual Return filing, director changes, shareholder updates, and address changes all happen through the same portal. As a result, every interaction with the Registrar of Companies is digital and traceable.
Read the full guide: What Is eROC Sri Lanka and How Do You Use It?
Company Registration Sri Lanka from Overseas
You can complete company registration Sri Lanka from overseas without visiting the country. The entire process runs through the eROC portal. ASAC manages registrations remotely for clients in Australia, the United Kingdom, the United States, the Middle East, Singapore, Canada, and across Asia.
Key requirements for overseas clients:
- Certified passport copies — certified by a notary or lawyer in your home country
- Registered office address in Sri Lanka — ASAC provides this for overseas clients
- Licensed local Company Secretary — mandatory regardless of where you are based
- Trilingual Articles of Association — required for all foreign-owned companies
ASAC coordinates the document preparation and signing process remotely. As a result, overseas clients complete the entire registration without printing or posting a single document.
Read the full guide: Company Registration Sri Lanka from Overseas: Complete 2026 Guide
Sole Proprietorship vs Pvt Ltd: Choosing the Right Structure for Company Registration Sri Lanka
Before you start the company registration Sri Lanka process, choose the right business structure. The two most common options are sole proprietorship and Private Limited Company.
| Feature | Sole Proprietorship | Private Limited Company |
|---|---|---|
| Legal identity | No separate identity | Separate legal entity |
| Personal liability | Unlimited | Limited to share value |
| Foreign ownership | Not permitted | Permitted in most sectors |
| Company Secretary | Not required | Mandatory |
| Corporate banking | Limited | Full access |
| Annual Return | Not required | Mandatory |
For most serious entrepreneurs — local or foreign — a Private Limited Company is the right choice. The protection, credibility, and growth potential it provides far outweigh the additional compliance obligations.
Read the full comparison: Sole Proprietorship vs Pvt Ltd Sri Lanka: Which Is Right for You?
Company Compliance Sri Lanka After Registration
Company registration Sri Lanka is the starting point — not the finish line. Once your company is incorporated, a set of ongoing compliance obligations begins immediately.
Annual Return (Form 15). File within 18 months of incorporation, then annually. Late filing carries fines of up to LKR 100,000 for the company and LKR 50,000 per director.
Corporate Income Tax. File your income tax return within 8 months of your financial year end. E-filing is mandatory for all companies through the IRD e-services portal.
VAT. Register and file once turnover exceeds LKR 3 million per quarter. File returns monthly or quarterly depending on your registration category.
EPF and ETF. If you have employees, contribute to EPF (12% employer + 8% employee) and ETF (3% employer) every month without exception.
Statutory records. Maintain registers of directors, shareholders, charges, and minutes of all meetings at all times.
Registrar notifications. Notify the Registrar promptly of all director changes, shareholder changes, address updates, and amendments to the Articles of Association.
ASAC manages all of these obligations for our client companies year-round. As a result, our clients never miss a deadline or face compliance-related penalties.
Read the full compliance guide: Company Compliance Sri Lanka: Tax & Obligations After Registration
Frequently Asked Questions
How do I start company registration Sri Lanka? Start by checking your preferred company name on the eROC portal. If it is available, contact ASAC for an initial consultation. We will assess your sector eligibility, confirm your company structure, and manage the entire registration process from name reservation to Certificate of Incorporation.
How long does company registration Sri Lanka take? A standard locally-owned Pvt Ltd company takes 7 to 14 business days. Furthermore, foreign-owned companies typically take 10 to 21 business days due to certified document preparation and overseas signing.
What is the minimum requirement for company registration Sri Lanka? You need at least one director, one shareholder, a registered office address in Sri Lanka, a licensed Company Secretary, and the completed statutory forms. A single individual can serve as both director and shareholder.
Can a foreigner do company registration Sri Lanka with 100% ownership? Yes — in most sectors. Sri Lanka permits 100% foreign ownership across the majority of industries. However, some sectors apply a 40% cap and others are reserved for Sri Lankan nationals only. Confirm your sector eligibility before starting the process.
Is company registration Sri Lanka fully online? Yes. The entire process runs through the eROC portal. You can complete company registration Sri Lanka from anywhere in the world without visiting a government office.
What happens after company registration Sri Lanka is complete? Your compliance obligations begin immediately. These include Annual Return filing, tax registration, VAT registration (if applicable), EPF and ETF contributions (if you have employees), and maintaining statutory records. ASAC manages all post-registration compliance for our clients.
Do I need a Company Secretary for company registration Sri Lanka? Yes. A licensed Company Secretary is legally mandatory for every Private Limited Company. Without one, your registration will fail. Furthermore, the Company Secretary must be resident in Sri Lanka.
How much does company registration Sri Lanka cost? Government fees are published on the DRC website. Professional service fees depend on your specific situation. Book a call with ASAC and we will give you a full, transparent cost breakdown.
How ASAC Can Help
Ananda Sirisena & Company (ASAC) has handled company registration Sri Lanka for over 30 years. We are registered practicing Company Secretaries with a team of Chartered Secretaries, Chartered Accountants, and an Attorney. As a result, we cover every legal, governance, and financial dimension of setting up and running a company in Sri Lanka.
We handle the entire process — from your first consultation and sector eligibility check, through name reservation, document preparation, eROC submission, and Certificate of Incorporation, to ongoing compliance year after year.
Furthermore, all ASAC clients get access to The Boardroom — our 24/7 company records platform on mobile and desktop. Your company documents are always at your fingertips, wherever you are in the world.
Whether you are a local entrepreneur starting your first company, a foreign investor expanding into Sri Lanka, or a member of the diaspora looking to set up remotely — ASAC is your trusted partner for company registration Sri Lanka.
Book a free 15-minute call with our team below. We will give you a clear, personalised plan for your specific situation — with no obligation.
Complete Guide Index
| # | Topic | Link |
|---|---|---|
| 1 | How to Register a Pvt Ltd Company in Sri Lanka | Read guide |
| 2 | Foreign Company Registration Sri Lanka: 100% Ownership | Read guide |
| 3 | Cost of Company Registration Sri Lanka | Read guide |
| 4 | Documents for Company Registration Sri Lanka | Read guide |
| 5 | Company Secretary Sri Lanka: Do You Really Need One? | Read guide |
| 6 | Company Registration Sri Lanka Timeline | Read guide |
| 7 | What Is eROC Sri Lanka and How Do You Use It? | Read guide |
| 8 | Company Registration Sri Lanka from Overseas | Read guide |
| 9 | Sole Proprietorship vs Pvt Ltd Sri Lanka | Read guide |
| 10 | Company Compliance Sri Lanka After Registration | Read guide |
![Sole proprietorship vs Pvt Ltd Sri Lanka — this is one of the most common questions first-time entrepreneurs ask. Both structures let you run a legal business. However, they are very different in terms of liability, credibility, tax, and growth potential. This guide compares both business structures clearly and simply. By the end, you will know exactly which one suits your situation — and what steps to take next. Sole Proprietorship vs Pvt Ltd Sri Lanka: What Is the Difference? The biggest difference is legal identity. A sole proprietorship is not a separate legal entity from its owner. You and your business are the same person in the eyes of the law. As a result, you carry full personal liability for every debt and obligation your business creates. A Private Limited Company (Pvt Ltd), on the other hand, is a separate legal entity. It exists independently from its owners. Furthermore, shareholders are only liable up to the value of their shares. As a result, your personal assets stay protected if the business runs into trouble. This one difference — personal liability vs limited liability — drives almost every other comparison between sole proprietorship vs Pvt Ltd Sri Lanka. What Is a Sole Proprietorship in Sri Lanka? A sole proprietorship is the simplest business structure available in Sri Lanka. One person owns and runs the business. Furthermore, that person takes full responsibility for everything the business does. How to register. Sole proprietorships register at the local Divisional Secretariat — not through the eROC portal. Registration fees are very low. However, the process requires an in-person visit to the Divisional Secretariat. You cannot register online. Who can register. Only Sri Lankan citizens and permanent residents can register a sole proprietorship. Foreign nationals cannot. Instead, they must register a Private Limited Company through the Department of the Registrar of Companies. Liability. The owner carries unlimited personal liability. If the business cannot pay its debts, creditors can go after your personal savings, property, and other assets. Tax. Sole proprietors pay personal income tax on all business profits. There is no separation between business and personal income for tax purposes. Bank accounts. Most banks in Sri Lanka do not offer full business banking facilities to sole proprietorships. As a result, accessing loans, trade finance, or business credit cards is much harder. Compliance. Ongoing compliance requirements are minimal. There is no Annual Return to file, no board resolutions required, and no Company Secretary needed. What Is a Private Limited Company (Pvt Ltd) in Sri Lanka? A Private Limited Company is a separate legal entity registered under the Companies Act No. 07 of 2007. It is the most popular business structure in Sri Lanka for startups, SMEs, and foreign investors. How to register. Pvt Ltd companies register through the eROC portal operated by the Department of the Registrar of Companies. The entire process is online. Furthermore, ASAC can complete the registration on your behalf remotely. Read our full company registration guide here. Who can register. Both Sri Lankan nationals and foreign investors can register a Pvt Ltd company. Moreover, 100% foreign ownership is permitted in most sectors. Liability. Shareholders carry limited liability only. Your personal assets are protected from business debts. As a result, the company's financial risk stays separate from your personal finances. Tax. Pvt Ltd companies pay Corporate Income Tax on profits. Furthermore, companies have access to certain tax incentives and deductions not available to sole proprietors. Bank accounts. Banks treat Pvt Ltd companies as proper business entities. As a result, they offer full corporate banking facilities — including business loans, trade finance, overdrafts, and corporate credit cards. Compliance. Pvt Ltd companies must meet ongoing compliance requirements. These include filing an Annual Return (Form 15) every year, maintaining statutory registers, holding AGMs, and appointing a licensed Company Secretary. However, ASAC manages all of this for our clients year-round. Sole Proprietorship vs Pvt Ltd Sri Lanka: Key Differences Compared Here is a clear side-by-side comparison of sole proprietorship vs Pvt Ltd Sri Lanka. FeatureSole ProprietorshipPrivate Limited CompanyLegal identityNo — owner and business are the sameYes — separate legal entityPersonal liabilityUnlimitedLimited to share valueWho can registerSri Lankan citizens and PRs onlyAnyone — including foreignersRegistration authorityDivisional SecretariatDepartment of Registrar of Companies via eROCOnline registrationNoYes — fully onlineMinimum directorsN/A1Company Secretary requiredNoYes — legally mandatoryCorporate bank accountLimited accessFull accessForeign ownershipNot permittedPermitted in most sectorsAnnual Return requiredNoYes — within 18 months, then annuallyCredibility with clientsLowerHigherAccess to investmentVery limitedGood — can take on shareholdersCost to registerVery lowModerateOngoing compliance costVery lowModerate Which Is Right for Your Business? The answer depends on your situation. Furthermore, it depends on where you want your business to go in the next few years. Choose a sole proprietorship if: You are testing a business idea with very low risk You operate a small, local, cash-based business You are a Sri Lankan national or permanent resident You want the absolute minimum in compliance and cost You do not plan to take on investors or partners Choose a Pvt Ltd company if: You want to protect your personal assets from business risk You plan to grow, scale, or take on investment You want to open a proper corporate bank account You are a foreign national investing in Sri Lanka You want to build credibility with clients, banks, and partners You plan to apply for government contracts or tenders You intend to hire employees and manage payroll properly For most serious entrepreneurs — local or foreign — a Private Limited Company is the right choice. The cost of registration is modest. Moreover, the protection, credibility, and growth potential it provides far outweigh the additional compliance obligations. How to Register Each Business Type Registering a sole proprietorship: Visit your local Divisional Secretariat in person Submit your application form and supporting documents Pay the registration fee — typically a few hundred rupees Receive your Certificate of Registration of Business Name Display the certificate at your business premises Registering a Pvt Ltd company: Check name availability on the eROC portal Reserve your preferred company name Prepare Form 1, Form 18, Form 19, and Articles of Association Upload all documents through eROC in PDF format Pay government registration fees online Await Registrar approval — typically 5 to 7 business days Download your Certificate of Incorporation ASAC manages every step of Pvt Ltd registration for you. Furthermore, we act as your Company Secretary from day one. Contact us to start your registration here. Sole Proprietorship vs Pvt Ltd Sri Lanka: Cost Comparison Sole proprietorship costs: Registration fee: A few hundred rupees at the Divisional Secretariat Ongoing compliance: Minimal — no Annual Return, no Company Secretary required Total annual cost: Very low Pvt Ltd company costs: Government registration fees: Published on the Department of Registrar of Companies website Professional service fees: Depend on your specific situation — ASAC provides a clear quote after a short consultation Annual company secretarial retainer: Covers Annual Return filing, board resolutions, and ongoing compliance Total annual cost: Higher than a sole proprietorship but manageable — and worth every rupee for the protection and credibility it provides The real cost of a sole proprietorship is not what you pay to register. It is what you risk by having no limited liability protection. Furthermore, it is the business opportunities you miss because you lack corporate credibility. Can You Convert a Sole Proprietorship to a Pvt Ltd Company? Yes. Many business owners start as sole proprietors and convert to a Pvt Ltd company as they grow. However, conversion is not automatic. You need to register a new Private Limited Company through eROC. Furthermore, you must transfer your business activities, contracts, and assets to the new company. The good news is that your existing business name may be available for registration as a company name — provided no other company has already registered it. Check availability on the eROC name search before you start. ASAC manages the conversion process for clients who want to upgrade from sole proprietorship to Pvt Ltd. Book a call with our team below to discuss your options. Common Mistakes When Choosing a Business Structure Choosing a sole proprietorship because it is cheaper. The registration cost is lower. However, the risk is far higher. One lawsuit or unpaid debt can wipe out your personal savings. Furthermore, you will struggle to open a proper corporate bank account or win contracts from larger clients. Registering a Pvt Ltd company without understanding the ongoing obligations. A Pvt Ltd company comes with real compliance requirements. Annual Returns, board resolutions, statutory registers, and tax filing are all mandatory. As a result, many business owners get caught out by late filing penalties. ASAC manages all of this for our clients so they can focus on their business. Waiting too long to upgrade from sole proprietorship to Pvt Ltd. Many entrepreneurs plan to upgrade "later." However, later often means after a problem has already happened. Registering a Pvt Ltd company early protects you from day one. Foreign nationals trying to register a sole proprietorship. Foreign nationals cannot register a sole proprietorship in Sri Lanka. Only Sri Lankan citizens and permanent residents qualify. Furthermore, even permanent residents should consider a Pvt Ltd company for the additional protection and credibility it offers. Frequently Asked Questions What is the main difference between sole proprietorship vs Pvt Ltd Sri Lanka? The main difference is legal identity and liability. A sole proprietorship has no separate legal identity from its owner — you carry unlimited personal liability. A Pvt Ltd company is a separate legal entity — your personal liability is limited to the value of your shares. Can a foreigner register a sole proprietorship in Sri Lanka? No. Sole proprietorships in Sri Lanka are only available to Sri Lankan citizens and permanent residents. Foreign nationals must register a Private Limited Company through the Department of the Registrar of Companies. Is a Pvt Ltd company better than a sole proprietorship in Sri Lanka? For most serious business owners — yes. A Pvt Ltd company offers limited liability, higher credibility, full corporate banking access, and the ability to take on investors. Furthermore, it allows foreign ownership and opens more opportunities than a sole proprietorship. How much does it cost to convert a sole proprietorship to a Pvt Ltd company in Sri Lanka? There is no formal conversion process — you register a new Pvt Ltd company and transfer your business to it. The cost depends on your specific situation. Book a call with ASAC and we will give you a clear breakdown. Do I need a Company Secretary for a sole proprietorship in Sri Lanka? No. A Company Secretary is only mandatory for Private Limited Companies and other incorporated entities under the Companies Act. Sole proprietorships have no such requirement. Can I have employees as a sole proprietor in Sri Lanka? Yes. Sole proprietors can hire employees. However, you must comply with all labour laws, EPF and ETF obligations, and employment contracts regardless of your business structure. Learn more at the Department of Labour Sri Lanka. How ASAC Can Help Ananda Sirisena & Company (ASAC) helps entrepreneurs choose the right business structure from the start. We have over 30 years of experience in company registration Sri Lanka and corporate governance. As a result, we know exactly which structure works best for different situations — and how to set it up correctly from day one. If you decide a Private Limited Company is right for you, ASAC manages the entire registration process. We prepare all documents, act as your Company Secretary, and handle all ongoing compliance obligations. Furthermore, all ASAC clients get access to The Boardroom — our 24/7 company records platform on mobile and desktop. If you want to protect your business, build credibility, and set yourself up for growth — a Pvt Ltd company is the right move. Book a free 15-minute call with our team below. We will assess your situation and give you a clear recommendation. [INSERT HUBSPOT CALENDAR HERE] Related guides: How to Register a Pvt Ltd Company in Sri Lanka Cost of Company Registration Sri Lanka Documents for Company Registration Sri Lanka Company Secretary Sri Lanka: Do You Really Need One?](https://anandasirisena.lk/wp-content/uploads/Sole-Proprietorship-vs-Pvt-Ltd-sri-lanka-700x350.jpg "Sole Proprietorship vs Pvt Ltd sri lanka")
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