Introduction
A company secretary plays a crucial role in corporate governance and compliance in Sri Lanka. During company registration, submitting accurate company secretary details is a legal requirement. The secretary ensures that the company adheres to statutory obligations and maintains proper records with the Department of the Registrar of Companies (DRC).
1. Purpose of Company Secretary Details Submission
Providing company secretary information serves multiple purposes:
- Legal Compliance – Mandatory for private and public limited companies.
- Record-Keeping – Maintains statutory records and filings.
- Corporate Governance – Ensures the company follows all legal obligations.
- Official Communication – Acts as a point of contact between the company and regulatory authorities.
2. Who Can Be a Company Secretary
- Must be a qualified individual or corporate entity recognized under the Companies Act.
- Can be a resident or foreign professional, depending on legal requirements.
- Must meet professional qualifications and registration requirements prescribed by law.
- Cannot be disqualified under statutory regulations.
3. Information Required for Company Secretary Submission
The following details are needed:
- Full Name – First name, middle name, and surname.
- Residential or Registered Office Address – Province, district, divisional secretariat, Grama Niladhari division, and postal code.
- Identification Number – NIC for local secretaries or passport number for foreign professionals.
- Nationality – Local or foreign.
- Contact Information – Phone number and email address.
- Consent to Act as Company Secretary – Provided via Form 19 (Consent and Certificate of Secretary).
- Registration Number – For licensed company secretaries, include their official registration number.
This ensures legal recognition and establishes the secretary as the official compliance officer of the company.
4. Steps to Submit Company Secretary Details
Step 1: Collect Required Information
- Obtain personal, identification, and contact details from the appointed company secretary.
- Verify qualifications and registration status.
Step 2: Complete Form 19
- Form 19 is the official consent and certificate form for the company secretary.
- The secretary must sign to confirm acceptance of the role and legal compliance.
Step 3: Enter Details in e-ROC
- Use the e-ROC portal during company registration to input the company secretary’s details.
- Upload the signed Form 19 in PDF format.
Step 4: Verify Details
- Ensure the information matches official registration records and statutory requirements.
Step 5: Complete Payment
- Submit the applicable fee for the company secretary registration through the online portal.
5. Common Mistakes to Avoid
- Incomplete or incorrect personal details
- Missing signature on Form 19
- Failing to provide a valid registration number
- Using an unqualified or unlicensed individual
- Not verifying foreign company secretary eligibility
Accurate submission ensures the company’s compliance and avoids legal complications.
6. Importance of Company Secretary Details Submission
- Legally establishes the secretary as the compliance officer of the company
- Ensures proper record-keeping and statutory filings
- Required for corporate governance, audits, and tax compliance
- Acts as an official liaison with regulatory authorities
Conclusion
Submitting company secretary details is a vital step in company registration in Sri Lanka. By providing accurate information, obtaining consent via Form 19, and verifying qualifications, businesses ensure compliance with the Companies Act and establish a strong governance framework. A properly registered company secretary safeguards the company from legal issues and ensures smooth operation from incorporation onwards.
