Introduction
Form 19 is a vital document in the company registration process. It serves as the Consent and Certificate of the Company Secretary, confirming that the appointed company secretary agrees to take responsibility for statutory compliance and record-keeping. Accurate completion of Form 19 ensures smooth incorporation and ongoing legal compliance.
1. Purpose of Form 19
Form 19 serves multiple purposes:
- Confirms the consent of the company secretary to act in their role.
- Verifies that the company secretary is qualified and registered under the Companies Act.
- Ensures that the company has a dedicated officer responsible for statutory filings and record maintenance.
This form protects the company and its stakeholders by ensuring that a competent professional oversees compliance obligations.
2. Who Needs to Submit Form 19
- Every company is legally required to appoint a company secretary before incorporation.
- Form 19 must be submitted for all registered company secretaries.
- Both private and public limited companies require this form.
- Updated Form 19 submissions are necessary if the company secretary changes after incorporation.
3. Information Required in Form 19
Form 19 collects the following details:
- Full Name – First name, middle name (if any), and surname.
- Registration Number – Official company secretary registration number issued by the DRC.
- Residential Address – Complete address including province, district, divisional secretariat, and postal code.
- Contact Information – Phone number and email address.
- Consent Declaration – Statement confirming willingness to act as company secretary and awareness of statutory responsibilities.
- Company Details – Name of the company and registration number (if assigned).
Accurate information ensures the DRC can verify the secretary’s credentials and compliance status.
4. Completing and Submitting Form 19
Step-by-Step Process:
- Download the Form – Available as a PDF on the e-ROC portal.
- Fill in Required Details – Enter all personal and professional information of the company secretary.
- Signatures – Both the company secretary and one director must sign the form to confirm consent.
- Scan and Save as PDF – Ensure the document is legible, in A4 format, and clearly signed.
- Upload to e-ROC Portal – Submit the form digitally in the designated section.
- Payment – Complete the online payment for processing, including applicable fees.
5. Common Mistakes to Avoid
- Using an unregistered or unqualified company secretary
- Missing signatures from the secretary or director
- Providing incomplete or inaccurate contact or registration details
- Uploading unclear or improperly scanned documents
- Delaying submission, which can hold up the incorporation process
Avoiding these mistakes ensures efficient approval and avoids unnecessary delays.
6. Fee Structure for Form 19
- Base Fee: LKR 2,000
- VAT (18%): LKR 360
- Total Fee: LKR 2,360
This fee is payable online during submission via the e-ROC portal.
7. Importance of Form 19 for Compliance
Form 19 is crucial for:
- Legal recognition of the company secretary in official records
- Ensuring statutory obligations, such as annual returns and record maintenance, are fulfilled
- Supporting corporate governance by having a dedicated compliance officer
- Preventing legal penalties and issues arising from non-compliance
Without Form 19, a company cannot complete the registration process or operate lawfully under the Companies Act.
Conclusion
Form 19 – Consent and Certificate of Company Secretary – is an essential step in establishing proper governance and compliance for any company in Sri Lanka. By submitting Form 19 accurately and promptly, companies ensure that a qualified professional is responsible for statutory obligations, which supports smooth incorporation and long-term legal compliance.
This step ensures your company begins operations with a strong compliance foundation, minimizing risks and establishing professional oversight from day one.
