✅ Legal Obligations of a Company After Registration in Sri Lanka

Starting a company in Sri Lanka is a major milestone—but registration is only the beginning. Once a business is officially registered with the Registrar of Companies (ROC), there are several legal and regulatory obligations a company must fulfill to remain compliant and operate legally in the country.

This guide outlines the key legal responsibilities a company must follow after incorporation in Sri Lanka.

1. 📄 Obtain the Certificate of Incorporation

After successful registration, the company receives a Certificate of Incorporation from the Department of the Registrar of Companies (DRC). This is the official proof that your company is legally recognized in Sri Lanka.

✅ Next Step: Display this certificate prominently at your registered office.

2. 🏢 Maintain a Registered Office

A company must maintain a registered office in Sri Lanka at all times. This is the official address for receiving legal documents and communication from authorities.

Obligations:

• Notify the ROC of any change in address within 10 working days using Form 13.
• Display the company name and registration number clearly at the office premises.

3. 📚 Maintain Statutory Records

Every company is legally required to maintain the following statutory registers:

• Register of Directors
• Register of Shareholders
• Register of Charges (if applicable)
• Minutes of Meetings (Board and Shareholders)

These records must be accurate and up-to-date and available for inspection if requested by authorities.

4. 🧾 File Annual Returns

All companies (except offshore companies) must file an Annual Return with the ROC every year.

• Deadline: Within 30 working days of the company’s anniversary of incorporation.
• Form Used: Form 15
• Includes updated information about shareholders, directors, and the registered office.

⚠️ Failure to file annual returns can result in penalties or even the company being struck off the register.

5. 🧑‍💼 Appoint Auditors (If Required)

Private limited companies may be exempt from auditing if they meet certain criteria (e.g., small company threshold). However, many companies must appoint a qualified auditor to prepare audited financial statements annually.

Companies exceeding specified thresholds must:

• Prepare audited financial statements
• Hold an Annual General Meeting (AGM)
• Submit financial statements to shareholders

6. 💼 Hold Meetings

Companies must hold:

• Board Meetings – Regularly (no statutory frequency, but recommended for record-keeping)
• AGMs – Annually, if required by the company’s articles or if it’s a public company.

Meeting minutes must be properly recorded and stored.

7. 💵 Tax Registration & Compliance

a) Register with the Inland Revenue Department (IRD)

Once incorporated, the company must:

• Register for Corporate Income Tax
• Obtain a Taxpayer Identification Number (TIN)

b) File Tax Returns

• Corporate income tax returns must be filed annually.
• Advance tax payments may be required throughout the year.

c) Other Tax Obligations:

• VAT Registration – If annual turnover exceeds the VAT threshold (currently LKR 80 million)
• EPF/ETF – If employing staff, registration and contribution to Employees’ Provident Fund and Employees’ Trust Fund is mandatory.
• PAYE Tax – Deduct and remit tax on employee salaries where applicable.

8. 👥 Employment Laws & Labor Regulations

If the company hires employees, it must comply with:

• Sri Lanka’s Shop and Office Employees Act
• Minimum wage laws
• Working hours and leave entitlements
• EPF (8% employee + 12% employer) and ETF (3% employer)
• Issuance of appointment letters to all employees

9. 🛡️ Business Licenses & Sector-Specific Regulations

Depending on the industry, additional licenses or approvals may be needed:

• Tourism industry – SLTDA license
• Import/export – Customs and Import Control licensing
• Finance/insurance – Central Bank approval

Always consult the relevant regulatory authority for industry-specific compliance.

10. 💬 Notify the ROC of Changes

Any changes to the company’s structure must be reported to the ROC promptly:

11. 📘 Maintain Proper Accounting Records

Every company must keep accounting records that clearly show:

• Daily financial transactions
• Profit and loss statements
• Asset and liability details

Records must be maintained for at least 7 years.

Conclusion

Running a company in Sri Lanka comes with its fair share of legal responsibilities. Complying with these requirements not only helps you avoid penalties but also builds credibility with clients, investors, and partners.

It’s advisable to consult a corporate lawyer or company secretary to ensure ongoing compliance. A well-maintained company is a foundation for long-term success.