Registering a Private Limited Company (Pvt Ltd) is an important step for any entrepreneur. Many SMEs and foreign investors have questions about the process, fees, and legal requirements. This guide answers the most common questions, providing a practical roadmap.
1. What is a Private Limited Company?
A Pvt Ltd is a legally recognized business entity with limited liability for shareholders. It allows:
- Separate legal identity
- Contracts and bank accounts in the company name
- Legal compliance with taxation, EPF/ETF, and bookkeeping
2. Who Can Register a Pvt Ltd Company?
- Local citizens
- Foreign investors
- SMEs and startups
Requirements:
- Minimum 1 shareholder and 1 director
- Appointment of a resident licensed company secretary
- Registered office in Sri Lanka
3. How Do I Check and Reserve a Company Name?
- Use the eROC name search tool
- Ensure uniqueness
- Fee: LKR 2,360 (base + VAT)
- Reservation valid for 3 months
💡 Tip: Reserve your domain name at the same time.
4. What Documents Are Required?
- Form 1 – Company registration
- Form 18 – Director consent
- Form 19 – Secretary consent
- Articles of Association (standard Table A or custom)
Steps: Download → Print → Sign → Scan → Upload
5. What Are the Fees?
- Name reservation: LKR 2,360
- Form 1: LKR 4,720
- Form 18 (per director): LKR 2,360
- Form 19 (company secretary): LKR 2,360
- Articles of Association: LKR 2,360
6. Do I Need a Company Secretary?
Yes, a resident licensed company secretary is mandatory. They handle:
- Incorporation papers
- Board resolutions
- Shareholder agreements
- Annual compliance filings
7. How Long Does the Registration Take?
- Online submission speeds up the process
- Approval and digital Certificate of Incorporation typically received within days
8. Is Public Notice Required?
- Gazette and newspaper notices are now handled automatically by ROC
- No extra cost or steps required
9. What Post-Registration Steps Are Needed?
- Open tax file (TIN)
- Maintain bookkeeping
- Register employees for EPF/ETF
- File annual tax returns
- Maintain statutory records
10. Can Foreign Investors Own Shares?
Yes. Pvt Ltd companies can have foreign shareholders. Ensure:
- Objectives clearly stated
- Articles of Association reflect shareholding structure
- Company name in required languages if needed
Conclusion
Understanding the Pvt Ltd registration process clears confusion for entrepreneurs. By following these steps, ensuring accurate documentation, and appointing a licensed company secretary, business registration becomes fast, secure, and compliant.
