Company Incorporation

1. Company Incorporation

Incorporation of Private Limited Company in Sri Lanka needs minimum of one Director and one Shareholder. Nature of business such as Manufacturing, Trading, Services, Agriculture etc. are not required to define as objectives under the Article of Association since any type of business are allow to do under a Private Limited Company with Sri Lankan shareholders. Minimum investment has not been prescribed by law and register address could be anywhere in Sri Lanka.

Scope of Works

Advise on Name Approval
Apply for Name Approval
Advise on Article of Association
Preparation of Article of Association
Preparation of Form 1, 18 and 19
Submission for Registration
Obtain Business Registration Certificate
Obtain Certify Copies of Form 1, 18, 19
Publish on 3 newspapers & Gazzette
Issue of Shares - Form 6
Prepare Resolution to Open Bank Account
Sign Bank Account Opening Forms
Provide Emboss Seal & Rubber Seal to sign Cheques
Register for Income Tax ( TIN. No.)

Incorporation of Private Limited Company in Sri Lanka with foreign shareholding needs minimum of one Director including foreign director and one Shareholder. Nature of business such as Manufacturing, Trading, Services, Agriculture etc. are required to define as objectives under the Article of Association and there are restrictions to hold shares for certain nature of business for non-citizen of Sri Lanka. Minimum investment has not been prescribed by law other than investment through Board of Investment. Sri Lanka address shall be required to Private Limited Company with foreign shareholders in Sri Lanka as Company address and local address of foreign shareholders & directors.

Scope of Works

Advise on Name Approval
Apply for Name Approval
Advise on Article of Association
Preparation of Article of Association
Preparation of Form 1, 18 and 19
Submission for Registration
Obtain Business Registration Certificate
Obtain Certify Copies of Form 1, 18, 19
Publish on 3 newspapers & Gazzette
Issue of Shares - Form 6
Prepare Resolution to Open Bank Account
Sign Bank Account Opening Forms
Provide Emboss Seal & Rubber Seal to sign Cheques
Register for Income Tax ( TIN. No.)

Private Limited Company may incorporate with Sri Lanka and Foreign shareholders due to restrictions imposed under the Land Alienation Act and Exchange Control Act. Under the Land Act foreign shareholdings are restricted to 49% and under Exchange Control Act certain business are totally not allow or restricted to 40% of shareholdings of a Company.

Scope of Works

Advise on Name Approval
Apply for Name Approval
Advise on Article of Association
Preparation of Article of Association
Preparation of Form 1, 18 and 19
Submission for Registration
Obtain Business Registration Certificate
Obtain Certify Copies of Form 1, 18, 19
Publish on 3 newspapers & Gazzette
Issue of Shares - Form 6
Prepare Resolution to Open Bank Account
Sign Bank Account Opening Forms
Provide Emboss Seal & Rubber Seal to sign Cheques
Register for Income Tax ( TIN. No.)

2. Company Incorporation with BOI Approval

The Board of Investment (BOI) is the Sri Lanka government authority to enter in to agreements with any Enterprise for investments in Sri Lanka. Registrations under the B.O.I. law may be sought under Section 16 and Section 17 of the Act. B.O.I. shall have power to provide benefits to the Investors on Customs Ordinances (Chapter 235), The Exchange Control Act, Companies Act No. 7 of 2007, Merchant Shipping Act, Finance Act, Air Navigation Act, National Film Corporation of Sri Lanka Act.

BOI encourages investments especially in the sectors of Value added Manufacturing, Apparel, Information Technology Services, Tourism & Leisure activities, Logistic and large scale infrastructure.

Further, B.O.I. facilitates Visa for foreign Investors/Shareholders, Directors and Employees under the category of Entry Visa, Residence Visa, Multiple Entry Business Visa and Special Residence Visa.

Scope of Works

Board of Investments

Advise on BOI Law in Sri Lanka
Submission of BOI Application
Obtain BOI Approval to Incorporate Company
Obtain BOI Agreement and Certificate

Registrar of Companies

Advise on Name Approval
Apply for Name Approval
Advise on Article of Association
Preparation of Article of Association
Preparation of Form 1, 18 and 19
Submission for Registration
Obtain Business Registration Certificate
Obtain Certify Copies of Form 1, 18, 19
Publish on 3 newspapers & Gazzette
Issue of Shares - Form 6

Other

Prepare Resolution to Open Bank Account
Sign Bank Account Opening Forms
Provide Emboss Seal & Rubber Seal to sign Cheques
Register for Income Tax ( TIN. No.)

3. Registration of Foreign Branch Office

We provide proper advice on registration of Brach office in Sri Lanka whether it is business or non-business purpose. Our advises are not restrict to Company law but for all laws applicable to register and operation of Branch office in Sri Lanka. Further, we can provide Local Address, a Nominee Authorized Person, opening of bank account, Registrations required under labours laws, Visa etc.

4. Registration of Off- Shore Company in Sri Lanka

Off-Shore Company in Sri Lanka incorporates for business outside Sri Lanka. Any company may make an application to the Registrar to be registered in Sri Lanka as an off-shore company and to be so referred to, and in the case of a company incorporated abroad, to be deemed to be incorporated in Sri Lanka, as if it had been incorporated under the provisions of Companies Act. A certificate of registration issued to an off-shore company, shall exempt from complying with any other provision of the Companies Act.

5. Registration of Guarantee Company

A company limited by guarantee shall have articles which sets out
(a) the objects of the company; and
(b) the amount which each member of the company undertakes to contribute to the assets of the company, in the event of such company being put into liquidation.
Where the Registrar is satisfied that an association about to be formed as a company limited by guarantee is to be formed for promoting commerce, art, science, religion, charity, sport, or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividend to its members —

(a) the Registrar may by licence direct that the association be registered as a company limited by guarantee, without the addition of the word “Limited” to its name; and
(b) the association may be registered accordingly and shall on registration enjoy all the privileges and subject to the provisions of the Companies Act, be subject to all the obligations of a limited company.