SRI LANKA Law and Practice Contributed by: Ayanthi Abeyawickrama, Varners
and minimum public float, which indirectly requires a larger shareholder base. This, however, is a regulatory requirement for listing, not incorporation. Company Limited by Guarantee A company limited by guarantee is a special category used primarily for non-profit purposes, such as chari - ties, professional associations, NGOs, chambers of commerce, and certain educational or cultural insti - tutions. These companies do not have share capital or shareholders but are formed by guarantors, who undertake to contribute a specified amount to the assets of the company in the event of winding up. They require a minimum of two members and two directors, and there is no restriction on foreigners forming guarantee companies. Overseas Companies Foreign companies may also establish a branch office, a project office or a liaison office in Sri Lanka. A branch office is permitted to carry out commercial activities similar to that of the parent company, and a project office is for carrying out a particular project by the parent company; however, both of these require a minimum inward remittance of USD200,000. A liai - son office, by contrast, does not have any minimum investment requirement, but is restricted to non-profit- generating activities such as communications, mar - ket research, and co-ordination (ie, cannot engage in trade or revenue-generating operations). Offshore Companies For doing business within the Colombo Port City Spe - cial Economic Zone, entities must register with the Colombo Port City Economic Commission and oper - ate in accordance with the prescribed rules for busi - nesses within the zone. The Colombo Port City regime permits 100% foreign ownership and provides for a simplified registration process tailored to international
The process begins with the reservation of a unique company name, which is done by submitting an online request through the e-ROC online portal of the Reg - istrar General of Companies. Name approval typically takes three to five working days. Once approved, the following incorporation documents must be prepared and submitted: • Form 1 (limited liability company)/Form 5 (company limited by guarantee) – company registration form (includes company details); • Form 18 – consent and certificate of each director; • Form 19 – consent and certificate of the secretary; and • articles of association – either the standard version provided in the Companies Act or a customised version. These documents, along with the prescribed registra - tion fee, must be submitted online through the e-ROC online portal of the Registrar of Companies. If all doc - umentation is in order, the Certificate of Incorporation is issued within five to 12 days. Following incorporation, post-registration formalities include: • opening of the IIA and a corporate bank account; • obtaining a Taxpayer Identification Number (TIN) from the Inland Revenue Department; and • registering for VAT, EPF/ETF or other statutory requirements, depending on the nature and size of the business. Since 30 March 2026, incorporation is not treated as complete until the company has also filed its benefi - cial ownership particulars with the Registrar through the dedicated portal, pursuant to the Companies (Amendment) Act, No 12 of 2025, and the Companies (Beneficial Ownership) Regulation, No 1 of 2026. The incorporation timeline is slightly longer for companies limited by guarantee or foreign company branches, as they are subject to additional procedural and regula - tory requirements.
service-oriented businesses. 3.2 Incorporation Process
Incorporating a company in Sri Lanka under the Com - panies Act, No 7 of 2007 involves a series of proce - dural steps and generally takes between seven and 14 working days, depending on the complexity of the structure and the efficiency of document submission.
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