Introduction

Form 18 is a crucial document in company registration in Sri Lanka. It serves as the Consent and Certificate of Directors, confirming that appointed directors agree to take on their responsibilities and meet the legal requirements to serve in their roles. Accurate completion of Form 18 is essential for smooth incorporation.

1. Purpose of Form 18

Form 18 ensures that each director of a company:

  • Provides official consent to act as a director
  • Confirms eligibility under the Companies Act
  • Acknowledges legal responsibilities and duties associated with the role

This form protects both the company and the directors by establishing accountability and legal clarity from the outset.

2. Who Needs to Submit Form 18

  • Every director appointed during company formation must submit Form 18.
  • If new directors are appointed after incorporation, updated Form 18 submissions are required.
  • The form is mandatory for private and public limited companies, whether directors are local or foreign.

3. Information Required in Form 18

Form 18 requires the following details for each director:

  1. Full Name – First name, middle name (if any), and surname.
  2. Nationality – Director’s country of origin.
  3. Residential Address – Full address including province, district, divisional secretariat, and postal code.
  4. NIC or Passport Number – National Identity Card for Sri Lankan directors or passport for foreign directors.
  5. Contact Information – Phone number and email address.
  6. Consent Declaration – Director signs a statement confirming willingness to act as a director and awareness of legal obligations.
  7. Company Details – Name of the company and registration number (once assigned).

All information must be accurate to avoid delays in registration.

4. Completing and Submitting Form 18

Step-by-Step Process:

  1. Download the Form – Available as a PDF via the e-ROC portal.
  2. Fill in Director Details – Enter all required personal and contact information accurately.
  3. Sign the Form – Each director must personally sign the consent declaration.
  4. Company Secretary Verification – The registered company secretary also signs to confirm compliance.
  5. Scan and Save as PDF – Ensure the document is legible, in A4 format, and clearly signed.
  6. Upload to e-ROC Portal – Submit Form 18 for each director in the relevant section.
  7. Pay Fees – Online payment includes base fee plus applicable VAT.

5. Common Mistakes to Avoid

  • Missing signatures from the director or company secretary
  • Incomplete or incorrect personal information
  • Using an unapproved or outdated version of Form 18
  • Uploading unclear or incorrectly scanned documents
  • Failing to submit Form 18 for all appointed directors

Careful attention ensures smooth processing and prevents rejection.

6. Fee Structure for Form 18

  • Base Fee per Director: LKR 2,000
  • VAT (18%): LKR 360
  • Total Fee per Director: LKR 2,360

This fee is payable online during submission via e-ROC.

7. Importance of Form 18 for Compliance

Form 18 is essential for:

  • Legal recognition of directors in official company records
  • Establishing accountability and transparency in corporate governance
  • Supporting future compliance, such as annual returns, director updates, and share transactions
  • Avoiding legal issues by confirming directors are aware of their statutory duties

Without Form 18, the company cannot complete incorporation or legally operate under the Companies Act.

Conclusion

Form 18 – Consent and Certificate of Directors – is a foundational compliance document for any company in Sri Lanka. Proper completion ensures directors formally accept their roles, understand their legal obligations, and are recognized officially by the DRC.

By submitting Form 18 accurately, companies set a solid governance structure from the beginning, ensuring smooth registration and lawful operations.

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