Starting a Private Limited Company (Pvt Ltd) in Sri Lanka is now a fully digital process via the eROC (e-Registrar of Companies) portal. Use this checklist to ensure 100% compliance and avoid common rejection pitfalls.
Phase 1: Pre-Incorporation (Name & Setup)
This phase establishes the identity of your Pvt Ltd company in Sri Lanka.
| Action | Details & Compliance | Fee (Incl. 18% VAT) |
| 1. Check Name Availability | Verify uniqueness on the DRC website. (Use the 360 Accountants Name Check Tool for rapid verification). | N/A |
| 2. Create eROC Account | Register as a new user. Use an active email for all official communication from the DRC. | Free |
| 3. Reserve Company Name | Submit the reservation request via eROC dashboard. The name is valid for 3 months upon approval. | LKR 2,360.00 |
Phase 2: eROC Incorporation (Forms & Fees)
After name approval, you must complete the statutory filing requirements online.
| Action | Mandatory Stakeholder Details | Compliance Requirement |
| 4. Input Company Data | Registered Office Address (full contact and divisional details), Main Business Objective. | Ensure consistency with proposed Articles. |
| 5. Enter Stakeholder Details | Director(s) (Min. 1), Shareholder(s) (Min. 1), and a Resident Registered Company Secretary. | Directors must be over 18 and not disqualified under the Companies Act. |
| 6. Disclose Beneficial Ownership | Report any natural person holding 10% or more ownership or effective control (as per Companies Amendment Act No. 12 of 2025). | Critical 2025 Update: Failure to disclose can lead to severe penalties (fines up to LKR 1M). |
📝 Statutory Document Filing & Fees
The eROC system generates these forms. They must be downloaded, manually signed by relevant parties, scanned, and uploaded.
| Document (Form) | Description | Base Fee | Total Fee (Incl. 18% VAT) |
| Articles of Association (AoA) | Internal rulebook (Table A standard or Custom Draft). | LKR 2,000.00 | LKR 2,360.00 |
| Form 1 | Application for Incorporation | LKR 4,000.00 | LKR 4,720.00 |
| Form 18 | Consent and Certificate of Director | LKR 2,000.00 | LKR 2,360.00 (per director) |
| Form 19 | Consent and Certificate of Secretary | LKR 2,000.00 | LKR 2,360.00 |
⚠️ DOCUMENT WARNING: All uploaded documents must be clear, signed, A4 size, and in PDF format. Incorrect submissions are the primary cause of delay.
| Action | Result | Note |
| 7. Final Online Payment | Settle all statutory fees via debit/credit card. | The total minimum statutory fee for a single-stakeholder Pvt Ltd is LKR 11,800.00 (plus LKR 2,360.00 for name reservation). |
| 8. Receive Certificate | Download your digital Certificate of Incorporation and registration documents from the eROC portal. | Your company is now legally incorporated. |
Phase 3: Post-Incorporation Compliance (Activation)
Immediately after receiving your certificate, activate these mandatory compliance steps.
| Compliance Task | Authority | Deadline/Requirement |
| 1. Public Notice | ROC | Handled Automatically by the Registrar (Gazette and newspaper publication). |
| 2. Obtain TIN | IRD | Register for a Taxpayer Identification Number (TIN) via the IRD e-services portal. |
| 3. Financial Records | Companies Act | Maintain accurate bookkeeping records and financial statements (mandatory retention period is at least 10 years for BO records). |
| 4. Tax Filing | IRD | E-filing is mandatory. Final Corporate Income Tax (CIT) return is due 8 months after the financial year-end. |
| 5. EPF/ETF | Labour Dept. | Register and remit monthly contributions if the company hires employees. |
🏆 Leverage 360 Accountants for Guaranteed Compliance
Don’t let compliance mistakes slow your launch. 360 Accountants, as your registered Corporate Secretary, ensures every step—from Pvt Ltd registration Sri Lanka to post-incorporation tax compliance—is handled accurately and on time.
- Accuracy Guarantee: We eliminate rejection delays by managing your eROC submissions and documentation.
- Total Compliance: Our Premium Package includes managing the Gazette notice and establishing the Beneficial Ownership register.
