Sri Lanka is becoming a hub for foreign investment, and starting a Private Limited Company (Pvt Ltd) is one of the easiest ways to establish a business legally. The government has streamlined the registration process through the eROC portal, allowing foreign investors to incorporate online without unnecessary bureaucracy.

This comprehensive guide explains everything a foreign entrepreneur needs to know—from name reservation to post-registration compliance.

Why Foreign Investors Choose Pvt Ltd in Sri Lanka

  • Limited Liability: Protects personal assets
  • Separate Legal Entity: Contracts, bank accounts, and investments in the company name
  • Credibility: Clients and banks prefer registered businesses
  • Investment Opportunities: Pvt Ltd companies can raise funds, issue shares, and attract partners
  • Legal Compliance: Ensures proper taxation, bookkeeping, and employee benefits

Step 1: Choose and Reserve a Company Name

Requirements

  • Must be unique
  • Not similar to any existing company
  • Should reflect the business activity

Use the eROC name search tool to check availability. Once approved, you can reserve the name.

Fee

  • Base: LKR 2,000
  • VAT: LKR 360
  • Total: LKR 2,360

💡 Tip: Reserve a matching domain at the same time for your website.

Step 2: Create an eROC Account

  • Select your country of origin
  • Enter your personal information
  • Verify your email
  • Set a secure password

Your account is your primary communication channel with the Registrar of Companies.

Step 3: Submit Company Details

Registered Office

  • Address in Sri Lanka (can be a residential or commercial location)
  • Province, District, Divisional Secretariat, Grama Niladhari Division
  • Company email and postal code

Company Objectives

Select pre-defined objectives or specify custom ones. For foreign investors, clarity is essential.

Step 4: Directors, Shareholders & Company Secretary

Directors

  • Minimum 1 director (foreign or local)
  • Provide full personal details

Shareholders

  • Minimum 1 shareholder
  • Can be foreign or local

Company Secretary

  • Must be a resident licensed company secretary
  • Responsible for legal compliance, document filing, and annual returns

Step 5: Download, Sign & Upload Forms

  • Form 1 – Company registration
  • Form 18 – Director consent
  • Form 19 – Secretary consent

Steps:

  1. Download PDF
  2. Print and sign
  3. Scan in A4 PDF format
  4. Upload to eROC

⚠ Improper uploads may result in rejection.

Step 6: Articles of Association

  • Option 1: Standard Table A
  • Option 2: Custom AoA (recommended for foreign shareholders)

Include:

  • Company objectives
  • Share structure
  • Voting rights
  • Multilingual company name (English, Sinhala, Tamil if required)

Fee: LKR 2,360

Step 7: Payment & Approval

Pay online via debit/credit card.
Once approved, you receive your digital Certificate of Incorporation.

Step 8: Gazette & Newspaper Publication

  • Handled automatically by ROC
  • No extra steps or payments needed

Post-Incorporation Compliance

  • Open tax file (TIN)
  • Maintain bookkeeping records
  • Register employees for EPF/ETF
  • File annual tax returns
  • Maintain statutory records

Hiring a licensed company secretary ensures smooth compliance.

Conclusion

Foreign investors can easily establish a Pvt Ltd in Sri Lanka online through eROC. By carefully following these steps, you can incorporate legally, comply with all regulations, and focus on growing your business efficiently.

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