Keywords: Form 19 Sri Lanka, company secretary consent form, e-ROC Form 19, Pvt Ltd company secretary, company incorporation Sri Lanka
Introduction
After submitting Form 1 (Business Registration) and Form 18 (Director Consent), the next essential form in the company registration process in Sri Lanka is Form 19 – Consent and Certificate of Company Secretary.
Every Pvt Ltd company must appoint a resident company secretary before incorporation. Form 19 confirms that the appointed company secretary:
- Consents to act
- Meets legal requirements
- Will handle statutory compliance
Filling Form 19 correctly ensures smooth company incorporation and compliance with the Companies Act.
What is Form 19?
Form 19, or the Consent and Certificate of Company Secretary, is a legal declaration submitted to the Registrar of Companies (RoC).
Its main purposes:
- Confirms the appointment of a company secretary
- Validates that the secretary is qualified and resident
- Records the secretary’s details in the RoC system
Without a properly appointed company secretary via Form 19, your company cannot be incorporated.
Who Should Fill Form 19?
- Every Pvt Ltd company must appoint a resident company secretary
- Both local and foreign-owned companies require Form 19
- Individuals acting as company secretary must provide consent
Note: Companies cannot operate legally without a company secretary listed in Form 19.
Details Required in Form 19
When completing Form 19, you must provide:
- Company Secretary Information
- Full name
- Registration number (if applicable)
- NIC or passport number
- Contact details (phone and email)
- Company Details
- Name of the company
- Registered office address
- Declaration of Consent
- Confirms willingness to act as company secretary
- Confirms understanding of statutory responsibilities
- Signatures
- Company secretary signature
- Witness signature (if required)
Step-by-Step Instructions to Fill Form 19
Step 1: Download Form 19
- Access Form 19 through the e-ROC portal
- Open it using a PDF reader
Step 2: Fill Company Secretary Details
- Include name, registration number, NIC/passport, and contact details
- Verify all details are accurate and current
Step 3: Add Company Information
- Include the company name exactly as registered
- Include the registered office address
Step 4: Sign the Form
- The company secretary must sign in the designated section
- Witness signature may be required for verification
Step 5: Upload Form 19 to e-ROC
- Save the form as a PDF
- Upload during the company registration process alongside Form 1 and Form 18
Government Fees for Form 19
| Fee Type | Amount (LKR) | VAT 18% | Total LKR |
|---|---|---|---|
| Base Fee | 2,000 | 360 | 2,360 |
Note: Bank processing charges may apply.
Common Mistakes to Avoid
- Using a non-resident company secretary
- Missing or illegible signatures
- Inaccurate NIC or passport numbers
- Uploading non-PDF formats
- Incorrect company name or office address
Tips for Smooth Form 19 Submission
- Ensure your company secretary is qualified and resident
- Use high-quality PDF scans for submission
- Keep a copy for company records
- Verify that details match Form 1 and Form 18 submissions
Conclusion
Form 19 is a critical legal step in registering a Pvt Ltd company in Sri Lanka. Proper completion ensures:
- Legal compliance for company incorporation
- Appointment of a resident company secretary
- Accurate statutory records with the RoC
By following this guide, companies can avoid delays, mistakes, and potential rejections, ensuring a smooth registration process.
