In Sri Lanka’s fast-growing entrepreneurial space, people are starting businesses younger than ever. But a common legal question arises:
How old do you have to be to register and run a private limited company in Sri Lanka?
Whether you’re a young entrepreneur, a parent of a budding business mind, or a legal advisor — this article will give you a clear answer.
📘 What Does the Law Say?
According to the Companies Act No. 7 of 2007, certain positions and responsibilities in a company have age-related eligibility requirements, particularly for company directors.
👤 Minimum Age to Register a Company: 18 Years
To start or incorporate a private limited company in Sri Lanka, you must be at least 18 years old. This is because:
- Every company must have at least one director.
- And as per Section 203 of the Companies Act, a director must be 18 or older.
Since the process of incorporating a company (via Form 1 and Form 18) includes appointing at least one director, it logically follows that you must be at least 18 years old to register or manage a company legally.
🚫 Why Can’t a Minor Start a Company?
Minors (under 18) are not allowed to incorporate a company because:
- They cannot enter into binding legal contracts.
- They cannot act as directors (which is a legal position with duties and liabilities).
- They cannot be legally held responsible for corporate decisions or debts.
That’s why even if a minor has a great business idea, they need an adult (parent/guardian/partner) to legally form and run the company on their behalf.
🧾 Can a Minor Be a Shareholder?
✅ Yes, but indirectly.
Minors can own shares in a private limited company through a guardian or trustee. The shares will be held “in trust” until the minor turns 18.
For example:
- A parent may register 10% of a company’s shares on trust for a minor child.
- This must be noted in the company’s share register.
- As per Section 86(2) of the Companies Act, such beneficiaries are treated as shareholders in law — enjoying rights like dividends and future ownership.
💼 What If a Young Entrepreneur Has a Business Idea?
If a teenager has a business plan and wants to start a company:
- A parent or legal adult can form the company and serve as director(s).
- Shares can be allocated in trust to the minor.
- Once the minor turns 18, they can be formally added as a director or full shareholder.
This approach is legal, practical, and common in family businesses or early-stage startups.
✅ Summary: Key Age Requirements
| Role in Company | Minimum Age | Notes |
|---|---|---|
| Company Director | 18 years | Required at incorporation |
| Company Secretary (if any) | No strict age, but must be legally competent | |
| Shareholder | No limit | Minor can hold shares in trust |
| Incorporator | 18 years | Must sign legal forms and documents |
📣 Final Thought
While minors cannot directly incorporate or run a private limited company in Sri Lanka, they can still be part of the ownership structure with proper legal planning.
Young entrepreneurs with vision shouldn’t be discouraged — they simply need a trusted adult to set the foundation until they reach 18.
