Complete Guide to Private Limited Company Registration in Sri Lanka

Are you ready to turn your entrepreneurial dream into a legally registered reality? Congratulations!

The good news is that the process for Private Limited Company (Pvt Ltd) registration in Sri Lanka is now fully streamlined thanks to the government’s eROC (e-Registrar of Companies) system. The entire incorporation process—from name reservation to getting your certificate—is handled 100% online.

This step-by-step guide walks you through the 2026 updated process to register your Pvt Ltd company online using the eROC portal, ensuring you navigate the legal requirements efficiently.

🚀 The 3-Step Online Company Registration Process

Registering a Pvt Ltd company requires three main stages. By utilizing the eROC portal, you can complete most of the heavy lifting digitally.

Step 1: Name Reservation and eROC Account Setup

The first crucial step is securing a unique name for your business.

1. Check and Reserve Your Company Name

Before starting the formal application, you must verify your desired name is available through the Department of the Registrar of Companies (DRC) website.

• Free Name Search: You can perform an initial, quick search on the DRC website without logging in to see if an identical company name already exists. (Alternatively, use the 360 Accountants Company Name Check Tool for a faster check!)
• eROC Account: To formally reserve the name and proceed with registration, you must create a free user account on the eROC portal. Use a valid, active email address as this will be your primary identifier and how the DRC sends all official communications.
• Name Reservation Fee (2025 Update): Once you propose an available name, the name reservation is submitted.
  • Base Fee: LKR 2,000.00
  • VAT (18%): LKR 360.00 (Effective Jan 1, 2024)
  • Total Government Fee: LKR 2,360.00 (Bank processing charges may apply).
• Validity: Approved name reservations are typically valid for three months.

🎯 SEO Tip: Secure a domain name identical to your approved company name right away. We recommend Lankahost for .lk domains and GoDaddy for international domains and hosting.

Step 📜 Step 2: Online Company Incorporation on eROC

Once your name is approved, you can begin the formal Pvt Ltd company registration online. The eROC system guides you through five key stages.

1. Fill Company Details

Provide the basic administrative and operational details for your company:

• Company Type: Private Limited Company
• Registered Office Address: Full details, including Province, District, Divisional Secretariat, Grama Niladhari Division, and Postal Code.
• Main Objective: Select the primary business objective from the available menu options.

2. Enter Stakeholder Details

A Pvt Ltd company in Sri Lanka can now be formed with just one director and one shareholder. You must provide complete details for all individuals:

• Directors: Full name, address, NIC/Passport number, phone, and email.
• Company Secretary: Details of the designated, registered Company Secretary, including their registration number to confirm compliance with local regulations.
• Shareholders: Details of all shareholders.

⚠️ Crucial Requirement: A resident, registered Company Secretary must be appointed before incorporation as their details and consent are mandatory for the initial submission.

3. Download, Sign, and Upload Statutory Documents

The eROC system will automatically generate the required statutory forms using the details you entered. You must download, print, get them manually signed, and re-upload them as clean PDF scans.

🔥 Document Checklist: Scanned documents must be clear, properly signed, saved as individual PDF files (A4 size), and not merged or edited. Incorrect submissions are the #1 cause of rejection!

4. Submit Articles of Association (AoA)

Your AoA outlines the rules governing the company. You have two options:

• Adopt: Use the standard set of Articles (Table A) in the Companies Act No. 07 of 2007.
• Draft: Create your own custom Articles.

Foreign Shareholding Note: If your company has foreign shareholders, your objectives must be clearly stated in the AoA, and the company name must appear in English, Sinhala, and Tamil on the first page.

5. Online Payment and Certificate

Once all documents are uploaded and verified, you can make the payment for all statutory fees via debit or credit card.

• Final Result: Upon approval, your digital Certificate of Incorporation will be emailed to you and made available for download from the eROC portal.
• Note on Shares: The older requirement of immediately submitting a share allocation form for founders has been simplified; this is now only required for subsequent share issues.

Step 3: Post-Registration Compliance (What Happens Next?)

Your company is now legally incorporated! However, registration is only the first step. You must immediately address critical post-registration compliance requirements to operate lawfully.

1. Public Notice of Incorporation

Previously a manual task, the Registrar of Companies (ROC) now handles both the paper notice and the Government Gazette publication automatically. This notice confirms your:

• Company Name (in English, Sinhala, and Tamil)
• Company Registration Number
• Registered Office Address

2. Obtain a Tax Identification Number (TIN)

Every registered company must have its taxes sorted.

• TIN Registration: You can register and open a tax file online through the Inland Revenue Department’s (IRD) e-services portal.
• Corporate Income Tax (CIT): Registration for CIT is typically processed automatically when your TIN is issued.

3. Maintain Accurate Bookkeeping Records

Compliance with the Companies Act (Section 148) and the VAT Act (if applicable) requires you to maintain accurate, up-to-date accounting records that explain your company’s transactions and financial position.

4. Compute Tax and File Tax Returns

• Filing Deadline: Your Corporate Income Tax (CIT) return must be filed with the IRD no later than eight months after the end of the financial year (e.g., if your year ends March 31st, the deadline is November 30th).
• Mandatory E-Filing: Tax returns must be filed electronically via the IRD’s e-services portal.

5. EPF/ETF Requirements

If you hire employees, you must adhere to the legal requirements for Employee Provident Fund (EPF) and Employee Trust Fund (ETF) contributions.

💼 Why Partner with 360 Accountants for Company Registration?

Navigating the eROC portal, ensuring correct document formatting, and tackling complex post-registration compliance can be time-consuming. As a registered Corporate Secretary, 360 Accountants is here to simplify your entire journey.

360 Accountants: Your Full-Service Partner

Our Commitment to Your Success:

• Business Registration in Days, Not Weeks: Experience rapid processing.
• Real Human Support: Get expert guidance anytime you need it.
• One Secure Dashboard: All statutory documents and records in one place.
• Trusted by 4500+ Businesses in Sri Lanka (4.9 Google Rating).