The documents for company registration Sri Lanka are the foundation of your entire application. Get them right and your registration goes through smoothly. Get them wrong and the Registrar rejects your submission.
This guide gives you a complete, step-by-step checklist. It covers every form you need, why each one matters, and the most common mistakes to avoid. By the end, you will know exactly what to prepare before you start.
Why Documents for Company Registration Sri Lanka Matter So Much
The Department of the Registrar of Companies checks every submission carefully. Furthermore, the eROC portal only accepts PDF files. It rejects handwritten forms every single time.
If your documents for company registration Sri Lanka are wrong or incomplete, your application fails. As a result, you have to resubmit. However, the clock keeps ticking on your name reservation. You only have three months from name approval to finish registration. Therefore, getting it right the first time saves you both time and money.
Core Documents for Company Registration Sri Lanka
Every Private Limited Company needs these documents. It does not matter how big or small your company is. These are always required.
1. Form 1 — Application for Incorporation
Form 1 is the main document for company registration Sri Lanka. It tells the Registrar everything about your company. You need to include:
- Your approved company name
- Type of company — Private Limited
- Your registered office address in Sri Lanka
- What your business does
- Number of shares and their value
- Full details of all directors — name, NIC or passport number, address, phone, and email
- Full details of all shareholders and how many shares each person holds
Always has to be eROC Generated form, with no handwriting, get it signed, scan it, and upload it as a PDF.
2. Form 18 — Director Consent Form
Each director must fill in and sign their own Form 18. This form confirms that the director:
- Agrees to act as a director of the company
- Is legally allowed to be a director under the Companies Act No. 07 of 2007
- Understands their legal duties and responsibilities
If you have two directors, you need two Form 18s. Three directors need three. Furthermore, each form must carry that director’s own signature — not anyone else’s.
3. Form 19 — Company Secretary Consent Form
Form 19 confirms who your Company Secretary is. Sri Lankan law says every Private Limited Company must appoint a licensed Company Secretary. This person must hold a valid Certificate of Practice from the Department of the Registrar of Companies.
This is not optional. Without a signed Form 19, the Registrar will reject your application immediately. ASAC is a registered practicing Company Secretary and prepares this form for all client companies.
4. Articles of Association
The Articles of Association — also called the AoA — is the rulebook for your company. It sets out how your company runs day to day. It covers:
- How shares are issued and transferred
- How directors are appointed and removed
- How shareholder meetings work
- How the company makes decisions
- How dividends are paid out
You have two choices. First, you can use the standard Table A Articles from the Companies Act. This costs nothing extra. Second, you can have a custom AoA written for your company. ASAC recommends a custom AoA if you have multiple shareholders, foreign investors, or specific governance rules you want in place from the start.
Extra Documents for Foreign Company Registration Sri Lanka
If your company has foreign directors or shareholders, you need additional documents beyond the standard set. Furthermore, these documents must meet specific certification requirements.
Certified Passport Copies
Every foreign director and shareholder must provide a certified copy of their passport. A notary public, lawyer, or government official in their home country must certify it.
A plain photocopy is not enough. Moreover, the certification must confirm the copy is a true and accurate reproduction of the original document.
Company Name in Three Languages
If any shareholder is foreign, the company name must appear in three languages on the first page of the AoA. These are English, Sinhala, and Tamil. This is a specific legal requirement for foreign company registration Sri Lanka. Overlooking this is one of the most common errors we see.
BOI Approval Letter
Some companies need Board of Investment approval before they can register. This applies to certain industries and investment sizes. If your company needs BOI approval, include the approval letter with your registration documents. Without it, the Registrar cannot process your application.
Supporting Documents for Company Registration Sri Lanka
Beyond the main statutory forms, you also need these supporting items ready before you submit.
Proof of Registered Office Address
Every company needs a real physical address in Sri Lanka. You need proof of this address. A recent utility bill, a lease agreement, or a letter from the property owner all work. A PO Box does not qualify. Furthermore, a virtual address without a physical location is not accepted by the Registrar.
NIC Copies for Sri Lankan Directors and Shareholders
Every Sri Lankan director and shareholder must provide a copy of their National Identity Card. You need both sides — front and back.
Director and Shareholder Details Sheet
Prepare a clear, complete list of all directors and shareholders. Include full legal names, NIC or passport numbers, home addresses, phone numbers, and email addresses. ASAC gives all clients a simple information form to fill in before starting the process. This avoids errors and speeds up document preparation significantly.
Full Documents Checklist: Company Registration Sri Lanka
Use this checklist before you submit your application through eROC. Tick every item before uploading.
Statutory Forms
- Form 1 — filled in, signed, scanned as PDF
- Form 18 — one for each director, signed, scanned as PDF
- Form 19 — signed by your licensed Company Secretary
- Articles of Association — signed, scanned as PDF
Director and Shareholder Documents
- NIC copies — both sides, for all Sri Lankan directors and shareholders
- Certified passport copies — for all foreign directors and shareholders
- Home address details for all directors
Registered Office Documents
- Proof of address — utility bill, lease, or owner’s letter
For Foreign Company Registration Sri Lanka Only
- Company name in English, Sinhala, and Tamil in the AoA
- BOI approval letter — only if your sector requires it
Company Secretary
- Confirmation of your licensed Company Secretary appointment
Common Document Mistakes in Company Registration Sri Lanka
Many applications fail because of avoidable mistakes. Here are the most common ones to watch out for.
Submitting handwritten forms. The eROC system rejects these every time. Always type your forms before printing and signing.
Using uncertified passport copies. A plain scan without official certification will fail. Get all foreign identity documents properly certified before you submit.
Missing signatures on any form. Every form needs a proper signature. Check each one carefully before you scan and upload.
Getting the company name wrong. The name on every form must match the Registrar’s approved name exactly. Even a small difference — a missing comma or wrong capitalisation — causes rejection.
Using a PO Box as the registered address. The Registrar needs a real physical address with proof. A PO Box will get your application rejected immediately.
Forgetting the trilingual company name. This is one of the most frequent errors in foreign company registration Sri Lanka. If any shareholder is foreign, the AoA must show the company name in all three languages.
How Long Does Preparing Documents for Company Registration Sri Lanka Take?
For a simple locally-owned company with one director and standard Articles, preparation takes about 2 to 3 business days. This assumes a good Company Secretary handles the process from the start.
However, for foreign company registration Sri Lanka, it takes longer. You need certified documents from overseas, a custom AoA, and sometimes BOI liaison. In these cases, allow 5 to 10 business days from when all information is received.
ASAC uses digital signing tools like Adobe Sign. As a result, overseas clients can sign documents without printing or posting anything. This speeds the whole process up significantly for foreign investors.
Frequently Asked Questions
What file format do I need for documents for company registration Sri Lanka? All documents must be PDF files. The eROC portal does not accept Word documents, images, or handwritten scans. Furthermore, each PDF must be clear, legible, and complete before you upload it.
Do local companies need notarised documents? No. For locally-owned companies with Sri Lankan directors and shareholders, notarisation is not needed. However, all foreign directors and shareholders must get their passport copies certified by a recognised authority in their home country.
Can I sign forms digitally? Yes. The eROC system accepts digitally signed documents from recognised platforms. ASAC uses Adobe Sign for all client documents. This makes the process much faster for overseas clients.
What happens if I submit wrong documents for company registration Sri Lanka? The Registrar rejects your application and asks you to resubmit. Meanwhile, your name reservation keeps running. If you miss the three-month window, you lose your name and must pay the reservation fee again.
Do I need to send original documents? No. Scanned copies are fine for eROC online submission. However, all originals must be signed before scanning. Moreover, foreign identity documents must be certified before you scan and upload them.
How ASAC Can Help
Preparing documents for company registration Sri Lanka is one of the most important — and most error-prone — steps in the whole process. At Ananda Sirisena & Company (ASAC), we manage all document preparation on your behalf.
We prepare every statutory form. We draft your Articles of Association. We coordinate signing with directors and shareholders — whether they are in Sri Lanka or based overseas. Furthermore, we submit everything through eROC and follow up directly with the Registrar until your Certificate of Incorporation arrives.
As a result, you do not need to worry about missing documents or making mistakes. We check everything before it goes in.
If you want to make sure your documents for company registration Sri Lanka are correct before you submit, book a free 15-minute call with our team below. We will tell you exactly what you need for your specific situation.
Company Registration
Tax Registration
Labour Registration
Imports and Export Registration
Trade Marks
Company Secretary
Meetings
Audit & Assurance
Tax Compliance
Payroll Processing
File Search