Company registration Sri Lanka — specifically as a Private Limited Company — is now fully online. For most entrepreneurs and investors, this is the most practical and legally sound way to establish a business in the country. Whether you are a local entrepreneur or a foreign investor, this guide walks you through every step of the process using the eROC platform, the official portal operated by the Department of the Registrar of Companies.
The Private Limited Company structure offers limited liability protection, legal recognition, and the credibility needed to open corporate bank accounts, enter contracts, and operate with confidence.
If you follow these steps correctly, you can complete your company registration in Sri Lanka without ever setting foot in a government office.
What Is a Private Limited Company (Pvt Ltd) in Sri Lanka?
When it comes to company registration in Sri Lanka, the Private Limited Company is the most common structure. It falls under the Companies Act No. 07 of 2007. Unlike a sole proprietorship, a Pvt Ltd company exists as a separate legal entity. This means the company owns its own assets, enters its own contracts, and carries its own liabilities — independently from its owners.
Here are the key characteristics you need to know:
Limited liability. Shareholders carry liability only up to the value of their shares. As a result, personal assets stay protected from business debts.
Separate legal identity. The company exists independently of its directors and shareholders. Therefore, changes in ownership do not affect the company’s legal standing.
Minimum requirements. You need at least one director and one shareholder. Furthermore, a single individual can hold both roles.
Maximum shareholders. A Pvt Ltd company can have up to 50 shareholders. However, beyond this limit, a Public Company structure applies.
Foreign ownership. Most sectors permit foreign ownership, including 100% foreign ownership in many industries.
No public share offering. Unlike a Public Limited Company, a Pvt Ltd company cannot invite public investment or list on the stock exchange.
For most startups, SMEs, and foreign-owned businesses, the Pvt Ltd structure is the right choice.
Before You Begin: Company Registration Sri Lanka Checklist
Before starting your company registration in Sri Lanka, prepare the following documents and information. Getting these ready in advance will save you significant time during the eROC submission process.
Your Company Name
First, choose a unique company name. The name must not be identical or deceptively similar to any existing registered company in Sri Lanka. It must also end with “(Private) Limited” or “Pvt Ltd.”
Certain words are off-limits without specific government approval. These include “National,” “Sri Lanka,” “Municipal,” “Chamber of Commerce,” and “Co-operative.” However, having two or three backup names ready is always a smart move.
Your Registered Address
Every company needs a physical registered address in Sri Lanka. A PO Box does not qualify. This address appears on your Certificate of Incorporation and handles all official government communications.
If you do not have premises at the time of incorporation, ASAC provides a compliant registered office address facility for your company.
Your Directors
You need at least one director. Importantly, directors do not need to be Sri Lankan citizens or residents — foreign nationals can serve as directors. Prepare each director’s full legal name, NIC number (for Sri Lankans) or passport number (for foreigners), residential address, phone number, and email address.
Your Shareholders
At least one shareholder is required. The shareholder can be the same person as the director. Furthermore, you need to decide the number of shares each shareholder holds and the percentage of ownership each person carries.
Your Company Secretary
Sri Lankan law requires all Pvt Ltd companies to appoint a qualified, licensed Company Secretary. This is not optional. The secretary must hold a valid Certificate of Practice issued by the Department of the Registrar of Companies. ASAC is a registered practicing Company Secretary and fulfils this requirement for your company.
Your Articles of Association
The Articles of Association (AoA) is the foundational document governing your company’s operations. You may adopt the standard Table A Articles under the Companies Act. Alternatively, ASAC can draft a customised version tailored to your specific business structure.
Step-by-Step: Company Registration Sri Lanka via eROC
Step 1 — Create an eROC Account
The first step in company registration in Sri Lanka is creating your account on the official eROC portal at eroc.drc.gov.lk. Use a valid email address, as this becomes your primary contact point for all correspondence from the Registrar of Companies. Once registered, confirm your email to activate the account.
Step 2 — Check Company Name Availability
Before reserving your name, search the eROC database to confirm your preferred name is available. You can search by full name or by keywords using the “Begins with” or “Contains” options. If the name is available, proceed to the next step. Prepare two or three alternative names in advance, in case your first choice is not approved.
Step 3 — Submit a Name Reservation Request
The next step in company registration Sri Lanka is submitting your chosen name for approval through your eROC dashboard. Pay the name reservation fee at this stage. The Registrar typically responds within 2 to 3 business days. Once approved, your name reservation remains valid for three months. Complete your registration within this window.
Step 4 — Prepare and Upload Registration Forms
You must type, sign, scan, and upload the following forms to the eROC portal in PDF format. Handwritten forms are not accepted.
Form 1 (Section 4): Lists the company name, type, registered address, number of shares, and director information.
Form 18 (Section 203): Consent and Certificate of Director. Submit one form per director.
Form 19 (Section 221): Consent and Certificate of Company Secretary.
Articles of Association: Your company’s governing document.
Step 5 — Pay the Registration Fees
Fees for company registration Sri Lanka are paid directly through the eROC portal by debit or credit card. Below are the government registration fees, exclusive of VAT and professional service fees:
- Name Reservation: LKR 2,000 + VAT
- Form 1 (Company Registration): LKR 4,600 + VAT
- Form 18 per Director: LKR 2,300 + VAT
- Form 19 (Company Secretary): LKR 2,300 + VAT
- Articles of Association: LKR 2,000 + VAT
For a standard single-director company, total government fees come to approximately LKR 13,000–16,000 inclusive of VAT. When you add professional company secretarial service fees, the total typically ranges from LKR 25,000 to LKR 60,000 depending on the provider.
Step 6 — Await Approval
The Registrar of Companies reviews your submission and typically responds within 5 to 7 business days. During this period, the Registrar may request additional documentation or clarification. ASAC actively follows up with the Registrar on behalf of clients to keep the process on track.
Step 7 — Receive Your Certificate of Incorporation
Once your company registration Sri Lanka is approved, the Registrar sends your digital Certificate of Incorporation to your registered email address. You can also access it anytime from your eROC dashboard. This certificate is your company’s official proof of legal existence.
After Your Company Registration in Sri Lanka: Next Steps
Incorporation is the beginning, not the end, of your compliance journey. Once registered, you must take the following steps promptly.
Obtain a Taxpayer Identification Number (TIN)
A TIN is required to operate legally and file taxes. The good news is that eROC now automatically triggers TIN registration when it incorporates your company. However, you may still need to collect the physical certificate from the Department of Inland Revenue.
Register for VAT (If Applicable)
You must register for VAT once your company’s turnover exceeds LKR 3 million per quarter. If your business is likely to cross this threshold early, plan for VAT registration from the outset.
Open a Corporate Bank Account
Your company needs a corporate bank account to conduct business. Banks require your Certificate of Incorporation, Articles of Association, director and shareholder information, and a board resolution authorising the account opening. ASAC helps clients prepare the required board resolutions and banking documentation.
Maintain Statutory Records
The Companies Act requires all companies to maintain accurate accounting records, a register of directors, a register of shareholders, and minutes of all meetings. Start these records from day one.
File Annual Returns (Form 15)
You must file your first Annual Return (Form 15) with the Registrar of Companies within 18 months of incorporation. After that, file it annually. Failure to comply results in fines of up to LKR 100,000 for the company and LKR 50,000 for officers in default.
Common Mistakes to Avoid
One of the most common mistakes in company registration Sri Lanka is choosing a name too similar to an existing company. The Registrar rejects names that closely resemble registered entities. A proper name search before submission avoids unnecessary delays.
Submitting incomplete or incorrect forms is another frequent issue. Errors in director or shareholder information, or missing signatures, cause rejections and delays. Review all documents carefully before submission.
Many self-applicants attempt to register without a licensed Company Secretary. This is a non-negotiable legal requirement under Sri Lankan company law. Skipping this step will result in a failed application.
Finally, many business owners treat registration as the final step. However, ignoring post-registration compliance — such as Annual Returns, accounting records, and TIN registration — leads to serious penalties and, in extreme cases, company strike-off.
Frequently Asked Questions
Can a single person register a Pvt Ltd company in Sri Lanka? Yes. A single individual can serve as both the sole director and the sole shareholder of a Pvt Ltd company.
Can a foreigner register a Pvt Ltd company in Sri Lanka? Yes. Foreign nationals can register a Pvt Ltd company in Sri Lanka, and 100% foreign ownership is permitted in most sectors. However, certain industries have restrictions or require Board of Investment (BOI) approval. We cover this in detail in our guide to registering a company in Sri Lanka as a foreigner.
How long does company registration Sri Lanka take? Name reservation typically takes 2 to 3 business days. Furthermore, once you submit all documents correctly, the Registrar completes incorporation within 5 to 7 business days.
Is there minimum capital for company registration Sri Lanka? No. There is no statutory minimum share capital for a Pvt Ltd company. However, it is advisable to declare a reasonable amount of authorised and issued share capital during incorporation.
Can I register a company from overseas? Yes. The entire process runs remotely through eROC. ASAC regularly assists clients based in Australia, the United Kingdom, the Middle East, and across the Asia Pacific region to complete company registration in Sri Lanka without being physically present.
How ASAC Can Help
Ananda Sirisena & Company (ASAC) is a registered practicing Company Secretary with over 30 years of experience in company registration in Sri Lanka and corporate governance. We handle the entire registration process on your behalf — from name reservation and document preparation to submission, follow-up, and post-registration compliance.
Our team includes Chartered Secretaries, Chartered Accountants, and an Attorney. As a result, we give you professional coverage across the legal, governance, and financial dimensions of setting up your company.
If you are ready to start your company registration Sri Lanka journey, or have questions about the process, book a time to speak with our team below. professional coverage across the legal, governance, and financial dimensions of setting up your company.
If you are ready to register your company or have questions about the process, feel free to schedule a time to chat
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