Sri Lanka is fast becoming a preferred destination for foreign investors due to its strategic location, pro-business policies, and streamlined legal framework. One of the most popular business structures for foreign entrepreneurs is a Private Limited Company (Pvt Ltd). This guide explains the entire process for foreigners, step by step.

Why Foreign Investors Prefer Pvt Ltd

  • Limited Liability: Shareholders’ personal assets are protected
  • Separate Legal Entity: Can own property, sign contracts, and open bank accounts
  • Credibility: Clients, banks, and partners prefer registered companies
  • Investment Opportunities: Allows issuance of shares and raising capital

Step 1: Name Reservation

  • Check availability on eROC portal
  • Ensure uniqueness and compliance with Sri Lankan laws
  • Fee: LKR 2,360 (base + VAT)

💡 Tip: Secure a matching domain for your online presence.

Step 2: Create eROC Account

  • Fill in personal info and country of origin
  • Verify email
  • Set a secure password
  • This account is your official communication channel

Step 3: Enter Company Details

  • Registered office address in Sri Lanka
  • Business objectives (select from menu or custom)
  • Company email and postal code

Step 4: Appoint Directors, Shareholders & Company Secretary

  • Minimum 1 director, 1 shareholder
  • Company secretary must be a resident licensed professional
  • Secretary manages compliance, filings, and statutory requirements

Step 5: Forms Submission

  • Form 1 – Business registration
  • Form 18 – Director consent
  • Form 19 – Secretary consent

Steps:

  1. Download PDFs
  2. Sign physically
  3. Scan as A4 PDF
  4. Upload to eROC

⚠ Mistakes may delay approval.

Step 6: Articles of Association

  • Option 1: Standard Table A
  • Option 2: Custom AoA (recommended for foreign investors)

Include:

  • Objectives
  • Shareholding structure
  • Multilingual company name if needed

Fee: LKR 2,360

Step 7: Payment & Certificate of Incorporation

  • Pay online
  • Approval takes a few days
  • Receive digital Certificate of Incorporation

Step 8: Gazette & Newspaper Publication

Handled automatically by ROC; no extra steps required.

Post-Incorporation Compliance

  • Open tax file (TIN)
  • Maintain bookkeeping
  • Register employees for EPF/ETF
  • File annual returns

Conclusion

Foreign investors can now easily register a Pvt Ltd company in Sri Lanka online. With proper planning, a licensed company secretary, and careful compliance, your business will be fully legal, credible, and ready to grow.

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