SRI LANKA Law and Practice Contributed by: Ayanthi Abeyawickrama, Varners
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 sec - retary; and • articles of association – either the standard version provided in the Companies Act or a customised version. These documents, along with the prescribed registration fee, must be submitted online through the e-ROC online portal of the Registrar of Companies. If all documentation is in order, the Certificate of Incorporation is issued within five to 12 days. Following incorporation, post-registration for - malities 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. The incorporation timeline is slightly longer for companies limited by guarantee or for foreign company branches, as they are subject to addi - tional procedural and regulatory requirements. 3.3 Ongoing Reporting and Disclosure Obligations Private limited companies in Sri Lanka are sub - ject to a number of ongoing reporting and disclo -
sure obligations under the Companies Act, No 7 of 2007, aimed at ensuring transparency, corpo - rate accountability and regulatory compliance. Any change in company management, such as the appointment or resignation of directors or the company secretary, must be reported to the Registrar of Companies by filing Form 20 within 20 working days of the change. Amendments to the articles of association require the passing of a special resolution and must be filed along with the revised articles within ten working days. All private companies are required to prepare annual financial statements. These financial statements must be prepared in accordance with the Sri Lanka Accounting and Auditing Standards Act, No 15 of 1995, and in compli - ance with relevant Sri Lanka Accounting Stand - ards (SLFRS/LKAS). In addition, every company must file an annual return (Form 15) within 30 working days of its annual general meeting. This return must pro - vide updated information on the company’s registered office, directors, shareholders, share capital and other key particulars. Failure to comply with these reporting obliga - tions may result in the imposition of penalties by the Registrar General of Companies. 3.4 Management Structures Most common legal entities, such as private and public companies, operate under a unitary (one-tier) board structure, in accordance with the Companies Act, No 7 of 2007. Under this struc - ture, a single board of directors is responsible for both the management of the company’s day-to- day affairs and for the oversight of its strategic direction and compliance obligations.
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