Keywords: Articles of Association Sri Lanka, AoA Pvt Ltd company, company registration Sri Lanka, e-ROC AoA, company rules and regulations
Introduction
Once Forms 1, 18, and 19 are completed, the next essential step in registering a Pvt Ltd company in Sri Lanka is preparing the Articles of Association (AoA).
The AoA is a legal document that defines the internal rules, objectives, and management structure of your company. It is a vital part of the incorporation process, ensuring clarity and compliance with the Companies Act.
What are Articles of Association?
The Articles of Association (AoA) are a set of written rules that govern a company’s operations.
It defines:
- Company objectives – the main business activities
- Management structure – roles of directors, shareholders, and company secretary
- Share capital and distribution – how shares are allocated and transferred
- Decision-making procedures – meetings, voting, and resolutions
- Rights and responsibilities – of directors and shareholders
The AoA acts as the internal constitution of your company and ensures legal protection for shareholders and directors.
Who Should Prepare the AoA?
- Every Pvt Ltd company must prepare Articles of Association
- Can be prepared by the company founders or a registered company secretary
- Companies with foreign shareholding must clearly state objectives and capital structure
Tip: Hiring a professional company secretary ensures compliance and avoids legal issues.
Key Sections of Articles of Association
- Company Name and Registered Address
- Must match Form 1 registration
- Include names in English, Sinhala, and Tamil (if foreign shareholding exists)
- Objectives of the Company
- Clearly define the business purpose
- Avoid vague descriptions
- Share Capital and Shareholders’ Rights
- Number and type of shares
- Rights to dividends, voting, and transfer of shares
- Directors’ Powers and Duties
- Roles and responsibilities of each director
- Procedures for appointment and removal
- Company Secretary Role
- Duties of the company secretary in compliance, record-keeping, and statutory reporting
- Decision-Making Procedures
- Board and general meetings
- Quorum requirements
- Voting rights and procedures
- Amendment Procedures
- How the AoA can be amended
- Approval requirements for changes
Step-by-Step Guide to Prepare AoA
Step 1: Decide on Standard vs Custom AoA
- Standard AoA: Uses Table A of the Companies Act
- Custom AoA: Drafted with specific rules tailored to your company
Step 2: Include Mandatory Details
- Company name, registered address, objectives, share capital, directors, and secretary details
Step 3: Draft Decision-Making Rules
- Board and shareholder meeting procedures
- Voting rights and quorum requirements
Step 4: Sign and Approve AoA
- Founders and company secretary must sign
- Ensure all pages are correctly initialed
Step 5: Submit AoA to e-ROC
- Fee: LKR 2,000 + 18% VAT = LKR 2,360
- Upload PDF to the e-ROC portal as part of the company registration
Common Mistakes to Avoid
- Incorrect company name or mismatch with Form 1
- Vague or unclear objectives
- Missing director or shareholder details
- Non-compliance with Companies Act
- Unsigned or incomplete document
Tips for a Smooth AoA Submission
- Consult a company secretary or legal expert
- Ensure objectives and capital structure are clear and precise
- Keep a digital and printed copy for records
- Check AoA against Forms 1, 18, and 19 for consistency
Conclusion
The Articles of Association is a core legal document for every Pvt Ltd company in Sri Lanka. Proper drafting ensures:
- Clear company objectives and internal rules
- Legal compliance with the Companies Act
- Smooth interaction with shareholders, directors, and the Registrar
By following this detailed guide, entrepreneurs and foreign investors can avoid mistakes and delays, giving their company a strong foundation for success.
