Starting a company is an exciting milestone — but it must begin on solid legal ground. If you’re planning to register a business in Sri Lanka, it’s crucial to understand the legal process of incorporation under the Companies Act No. 07 of 2007.
In this post, we’ll walk you through what the law says in Sections 4 and 5 — from applying to incorporate a company, to receiving your Certificate of Incorporation.
📘 Who Can Incorporate a Company?
According to Section 4(1) of the Companies Act:
Any person or group of persons can apply to register a company — except a company limited by guarantee, which has a separate process.
So, whether you’re a solo entrepreneur or starting a business with others, incorporation is open to you — with a few important legal steps.
📋 What Do You Need to Register a Company?
To register a company in Sri Lanka, you must submit a formal application to the Registrar of Companies. This application must be signed by all initial shareholders and include the following documents:
1. ✅ Name Declaration
You need to confirm that your chosen company name is not identical or too similar to any existing company name in Sri Lanka. This avoids confusion and protects branding.
2. ✅ Articles of Association
- If you’re using custom rules for running your company, you must submit your own Articles of Association, signed by all shareholders.
- If you accept the default rules (found in the First Schedule of the Act), you don’t need to submit custom ones.
3. ✅ Consent of Directors
Every person named as a director must give written consent stating they agree to take up the role (as per Section 203 of the Act).
4. ✅ Consent of Secretary
The person designated as the company secretary must also give written consent (according to Section 221(2)).
👥 How Many Shareholders Are Required?
- Generally, a company must have at least two shareholders.
- However, a company may have a single shareholder in two special cases:
- If the Secretary to the Treasury holds shares on behalf of the Government of Sri Lanka.
- If the shareholder is an individual or a corporate entity.
🧾 What Happens After You Submit the Application?
According to Section 5 of the Act, once your application is complete:
The Registrar Will:
- Enter the company’s details into the official Register of Companies.
- Assign a unique company number.
- Issue a Certificate of Incorporation in the prescribed format.
🧾 What’s in the Certificate of Incorporation?
Your company’s Certificate of Incorporation will include:
- The company’s name and registration number
- The date of incorporation
- The type of company (e.g., limited, unlimited, or guarantee)
- Whether it’s a private company
- Whether it’s an offshore company
🏛️ Why the Certificate of Incorporation Matters
Once issued, this certificate becomes conclusive legal proof that:
- ✅ All legal requirements for incorporation have been met.
- ✅ The company was officially registered on the date shown on the certificate.
This certificate is final and cannot be challenged in court on the grounds that some step was missed. It is your legal license to begin business operations.
✅ Summary: Steps to Register a Company in Sri Lanka
| Step | Requirement | Description |
|---|---|---|
| 1️⃣ | Application Form | Filled and signed by all initial shareholders |
| 2️⃣ | Name Declaration | Confirms your company name is unique |
| 3️⃣ | Articles of Association | Submit only if using custom rules |
| 4️⃣ | Director Consent | All directors must give written approval |
| 5️⃣ | Secretary Consent | Secretary must give written approval |
| 6️⃣ | Submit to Registrar | Along with all required documents |
| 7️⃣ | Receive Certificate | Legal proof of incorporation |
📝 Final Thoughts
Incorporating a company under the Companies Act No. 07 of 2007 is straightforward if you follow the steps correctly. Whether you’re forming a private company, launching a startup, or expanding a family business, understanding the legal process ensures your foundation is strong.
Before proceeding, it’s wise to consult a legal or business advisor to ensure that your company meets all requirements and is structured for success.
