Incorporation of a company in Sri Lanka involves several different steps, starting from selecting the type of company to registering it with the relevant authorities through reputed company secretaries in Sri Lanka. Here is a breakdown of the process:
1. Choose the Type of Company
· Private Limited Company (Pvt Ltd): The most common type, requiring at least one shareholder and one director.
· Public Limited Company (PLC): Typically used for larger enterprises intending to offer shares to the public.
· Guaranteed Limited Company: Often used by non-profits.
· Unlimited Company: A rare structure where the liability of members is unlimited.
2. Reserve a Company Name
· Check for name availability on the Department of Registrar of Companies (ROC) website.
· Submit a name reservation application online through the e-ROC portal.
· Once approved, the name is reserved for three months.
3. Prepare the Articles of Association
· Before doing the business registration in Sri Lanka, you will need to draft the Articles of Association, outlining the company’s rules, regulations, and management structure.
· Standard templates are available, but you can customise them based on your business needs.
4. Submit Incorporation Documents
· Fill out and submit the Form 1 (Application for Registration).
· Attach the following documents:
· Articles of Association.
· Consent of initial directors and secretary (Form 18 and Form 19).
· A declaration of compliance signed by a director or secretary (Form 6).
· Submit these forms and documents through the e-ROC portal.
5. Pay the Registration Fees
· Pay the required registration fees online. Fees depend on the type and structure of the company.
· After payment, the incorporation certificate will be issued electronically.
6. Obtain a Tax Identification Number (TIN)
· Apply for a TIN from the Department of Inland Revenue for tax purposes.
· Register for VAT, PAYE, and other taxes if applicable.
7. Register for EPF/ETF
· If you plan to hire employees, register with the Employees' Provident Fund (EPF) and Employees' Trust Fund (ETF).
8. Open a Bank Account
· Open a corporate bank account in Sri Lanka in the company’s name.
· You may need to submit the incorporation certificate, Articles of Association, and other relevant documents.
9. Obtain Any Necessary Licences or Permits
· Depending on the nature of your business, you might need specific licences or permits from various regulatory bodies.
10. Annual Compliance
· File annual returns and financial statements with the ROC.
· Hold Annual General Meetings (AGMs) and maintain statutory books and records.
· Post-Incorporation Considerations
· Ensure ongoing compliance with local regulations, including tax filings, labour laws, and corporate governance standards.
This process can be done online through the e-ROC portal, making it more efficient. However, consulting with a local legal or accounting professional is advisable to ensure compliance with all local laws and regulations. You can easily find a good legal professional by searching online for “lawyers near me” and checking their reviews by other clients.