Do you need a company secretary in Sri Lanka?

Short answer: yes. Under the Companies Act No. 07 of 2007, every company registered in Sri Lanka — private or public — must appoint a company secretary, and the appointment must be someone ordinarily resident in Sri Lanka. It’s not optional, and it’s
not just paperwork: the Registrar will reject an incorporation application without a signed consent from a secretary (Form 19).

When it has to be a “qualified” secretary

Not every company needs a professionally qualified secretary — but many do. Under the Companies (Secretaries) Regulations, a company must appoint a qualified company secretary once either of these applies:

• Stated capital of LKR 500,000 or more, or
• Annual turnover of LKR 1,000,000 or more
  

To qualify, a secretary must be at least 18, a Sri Lankan citizen, and either hold a Certificate of Practice as a company secretary, be an Attorney-at-Law, or belong to a recognised professional body such as the Institute of Chartered Accountants of Sri Lanka
or the Chartered Governance Institute. A registered firm — not just an individual — can also serve as company secretary, provided it meets the same obligations.

What the role actually covers

It’s easy to think of the company secretary as a signature on a form. In practice, they’re the person (or firm) responsible for:

• Maintaining statutory registers — directors, shareholders, charges
• Filing the annual return (Form 15) and other Registrar submissions
• Recording minutes and organising board/shareholder meetings
• Keeping beneficial ownership information current
• Acting as the point of contact for Registrar correspondence

In other words, most of what shows up as a “compliance problem” later — a missed filing, an outdated register, an unrecorded resolution — traces back to how well this role is being done, not to bad luck.

A director can’t always fill this role themselves. Even where the law would technically allow it, most growing companies find that whoever is running the business doesn’t have the time to also track every statutory deadline — which is exactly why this
function is so often outsourced rather than handled in-house.

In-house, or outsourced?

For a single-director startup, appointing a director as an unqualified secretary might be enough in year one. Once stated capital or turnover cross the thresholds above, or once there are multiple shareholders, outside investors, or foreign ownership involved, the
qualification requirement — and the practical workload — usually makes an outsourced, professionally qualified secretary the more reliable option.