Starting a business is one of the most exciting milestones in life. But it can also be confusing if you’re not familiar with government processes. Fortunately, Sri Lanka has embraced digital transformation with the eROC (e-Registrar of Companies), allowing you to register a Private Limited Company (Pvt Ltd) entirely online.

This guide will walk you step by step, explaining each stage, fees, legal requirements, and post-registration compliance.

Why Register Your Business as a Pvt Ltd?

Limited Liability

As a shareholder, your personal assets are protected.

Professional Credibility

Customers, banks, and investors prefer incorporated businesses.

Tax Benefits & Compliance

Corporations enjoy structured tax treatment, and having a company allows you to hire employees legally and manage EPF/ETF.

Access to Investment & Funding

Only incorporated businesses can open corporate bank accounts and raise capital from investors.

Step 1: Check and Reserve Your Company Name

Before incorporation, your company name must be unique and approved by the Registrar of Companies.

How to Check Availability

  • Visit the official eROC website
  • Use the public name search tool
  • Alternatively, SimpleBooks offers a quick name check tool

Name Reservation Fee (2025)

  • Base: LKR 2,000
  • VAT 18%: LKR 360
  • Total: LKR 2,360

Your name is reserved for 3 months, giving you ample time to complete incorporation.

💡 Tip: Secure a matching domain name early. Use Lankahost for .lk or GoDaddy for .com domains.

Step 2: Create Your eROC Account

To complete incorporation, create a free account on eROC:

  1. Select your country of origin
  2. Enter your full name, email, and phone number
  3. Verify your email
  4. Set a secure password

Your email becomes the main identifier for communications with the DRC.

Step 3: Fill in Company Details

After logging in:

Registered Office

Provide:

  • Full address
  • Province, District, Divisional Secretariat, Grama Niladhari Division
  • Postal code
  • Official company email

Company Objectives

Select from pre-defined objectives or specify custom objectives (especially if foreign shareholders are involved).

Step 4: Add Directors, Shareholders & Company Secretary

Directors

  • Minimum 1 director
  • Provide NIC/passport, phone, email, address, and DS/GN divisions

Shareholders

  • Minimum 1 shareholder
  • Can be local or foreign
  • Provide full personal details

Company Secretary

  • Mandatory for incorporation
  • Must be a resident licensed secretary
  • Responsible for legal compliance, document filing, and company administration

Step 5: Complete and Upload Forms

eROC generates:

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

Steps:

  1. Download PDF
  2. Print & sign
  3. Scan in A4 PDF format
  4. Upload

⚠ Avoid merging PDFs. Incorrect uploads may result in rejection.

Step 6: Draft or Submit Articles of Association

Options:

  1. Table A (Standard AoA) – Suitable for most businesses
  2. Custom AoA – Required if foreign ownership, complex share structures, or unique operational rules exist

💰 Fee: LKR 2,360

For foreign shareholders, ensure:

  • Objectives clearly stated
  • Company name in Sinhala, Tamil, and English

Step 7: Payment & Approval

  • Pay online via debit/credit card
  • Processing time: 2–5 working days
  • After approval, receive digital Certificate of Incorporation

Step 8: Public Notice (Handled by ROC)

Previously, you had to:

  • Publish in Gazette + newspapers
  • Pay separately

Now: ROC handles publication automatically. No extra steps or payments are needed.

Post-Incorporation Compliance

1. Tax File & TIN

Apply through the IRD e-services portal.
Corporate Income Tax registration occurs automatically.

2. Bookkeeping

  • Required by Companies Act No. 07 of 2007
  • Maintain all financial records, invoices, ledgers, and receipts

3. Annual Tax Filing

  • File within 8 months after financial year-end
  • Example: FY ends March 31 → Return due Nov 30
  • E-filing mandatory through IRD portal

4. EPF/ETF Registration

Mandatory if you hire employees.
Register staff for Employee Provident Fund and Employee Trust Fund.

5. Maintain Statutory Records

  • Board resolutions
  • Share registers
  • Annual returns
  • Director/shareholder updates

A licensed company secretary typically handles these tasks.

Conclusion

Incorporating a Pvt Ltd in Sri Lanka in 2025 is faster and easier than ever. Using the eROC portal, entrepreneurs can complete the entire process online, including name reservation, form submission, articles of association, payment, and Gazette/publication notices.

By following this step-by-step guide, you can register your company smoothly, avoid common mistakes, and focus on growing your business.

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