🏷️ Using Your Company Name and Number the Right Way in Sri Lanka

(Explained: Section 12 – Companies Act No. 07 of 2007)

Once your company is registered in Sri Lanka, it officially becomes a legal entity — like a person in the eyes of the law. That also means you must follow certain rules about how your company name and number are displayed and used.

Let’s explore what those rules are, why they matter, and what could happen if you break them.

🤔 Why Do You Have to Display Your Company Name and Number?

Every registered company in Sri Lanka is assigned:

• A legal name, and
• A unique company number (like a business ID)

These help customers, suppliers, banks, government officials, and the general public to:

• Know who they are doing business with
• Avoid confusion between companies with similar names
• Protect themselves legally

So, the law makes it mandatory for companies to clearly display their name and number in specific places and on official documents.

📌 Section 12(1): Where You Must Show Your Company Name and Number

According to the law, your company name and number must be clearly shown on the following:

1. 📄 Business Letters

Any official communication from your company — whether printed or emailed — must show the name and number.

2. 📢 Notices & Publications

If your company publishes public notices (e.g. advertisements, regulatory announcements), these too must include your full name and number.

3. 💵 Financial Documents

This includes:

• Cheques
• Bills of exchange
• Promissory notes
• Money transfer orders

If someone in your company signs any of these documents, the name and company number must be printed or included.

4. 🧾 Invoices & Receipts

Every invoice or receipt issued by your company to a customer must have the company name and registration number.

5. 📑 Legal Documents

Any document your company creates or signs that:

• Creates a legal obligation, or
• Can be used as proof of a legal obligation

…must carry your company name and number.

📌 Examples: Contracts, loan agreements, tender bids, MOUs, supply agreements.

6. 🏷️ Company Seal

If your company has a seal (not compulsory under the Act), the name and number must be engraved or printed on it.

🏢 Section 12(2): At the Registered Office

Your registered office (the official address of the company) must clearly display:

• The company name, and
• The company number

✅ This must be visible to the public. Anyone visiting the premises should be able to easily identify the company operating from that location.

⚠️ Section 12(3): What Happens If You Don’t Comply?

If you fail to follow the above rules:

• The company itself can be fined up to Rs. 50,000, and
• Each officer responsible (e.g. directors, company secretary) can also be fined Rs. 50,000 each

This means even a simple oversight like forgetting to print the company number on invoices could lead to legal trouble.

⚖️ Section 12(4): What If Someone Signs a Legal Document Without the Proper Company Details?

Let’s say your company director or employee signs a contract, invoice, or promissory note, but forgets to include the company name and number.

If the company then fails to fulfill its obligation, the person who signed the document can be personally liable — just as if it were their own debt or responsibility.

🚨 Exceptions (When the Signer May Not Be Held Liable):

A person who signed the document may avoid personal liability if:

✅ (c) The other party already knew the obligation was from the company

If the other side (e.g., a supplier or customer) clearly understood that it was the company, not the individual, that entered into the agreement, then the signer may not be held personally responsible.

✅ (d) The court finds it unfair to hold the signer responsible

If the case goes to court and the judge believes it would be unjust or unreasonable to blame the person who signed, they may release that individual from liability.

✂️ Section 12(5): Can You Use Abbreviations?

Yes — a company can use commonly accepted abbreviations in its name as long as they are not misleading.

✔️ Examples of allowed abbreviations:

• “Limited” → “Ltd”
• “Private Limited” → “(Pvt) Ltd”
• “Public Limited Company” → “PLC”

❌ What’s not allowed?

You cannot use unusual or misleading short forms that could confuse others.

💡 Summary: Do’s and Don’ts for Company Name & Number Use

📌 Final Thoughts

Following these simple rules about your company name and registration number isn’t just a matter of paperwork — it’s essential for protecting your company, your reputation, and your staff.

• It builds trust with customers
• It avoids legal risks
• It ensures transparency

If you’re unsure whether your documents or office signage meet these requirements, it’s a good idea to consult a company secretary or legal advisor.