How to register a private limited company in Sri Lanka

The Private Limited Company (Pvt Ltd) is the default structure for most businesses incorporating in Sri Lanka — it’s a separate legal entity from its owners, offers limited liability, and allows full foreign ownership. Registration itself runs entirely online through the Registrar’s eROC system. Here’s the shape of the process.

The basic requirements

• Directors: at least one, of any nationality — a single person can be both director and shareholder
• Shareholders: between 1 and 50
• Share capital: no legal minimum required
• Company secretary: mandatory, and must be ordinarily resident in Sri Lanka
• Registered address: required at incorporation; a registered-office service can stand in if you don’t yet have premises

Documents you’ll need

Three core forms, plus your governing document:

• Form 1 — application for registration
• Form 18 — consent and certificate of each director
• Form 19 — consent and certificate of the secretary
• Articles of Association — the company’s internal rulebook; a standard template is available, or you can draft a custom version

Since the required beneficial ownership disclosure took effect, you’ll also need to prepare Forms BO1 and BO5 as a separate step after eROC registration — see our beneficial ownership guide for what that involves.

What it costs

Registrar fees are modest — Form 1, Form 18, Form 19 and the Articles of Association together typically come to roughly LKR 11,000 inclusive of VAT. The larger cost for most founders is time: preparing documents correctly, checking name availability, and getting signatures notarised where required.

Name availability first. Before anything else, check your proposed company name against the Registrar’s database — a name that’s identical or too similar to an existing company (local or overseas) will be rejected outright, costing you a redo cycle.

After incorporation — the part people forget

Getting your Certificate of Incorporation isn’t the finish line. Immediately afterward, most companies still need to:

• Submit beneficial ownership forms (BO1/BO5) before the incorporation is treated as complete
• Obtain a Tax Identification Number (TIN), and register for VAT if applicable
• Register for EPF/ETF if hiring employees
• Open a corporate bank account
• Start maintaining statutory registers from day one — directors, shareholders, and meeting minutes

These steps rarely fail because they’re hard — they fail because incorporation feels “done” once the certificate arrives, and the follow-up items quietly slip.