Introduction

Form 19, officially called the Consent and Certificate of Company Secretary, is a mandatory document for company registration in Sri Lanka. It confirms that the appointed company secretary consents to act in the role and meets all statutory requirements. Proper submission of Form 19 ensures compliance, accountability, and smooth incorporation.

1. Purpose of Form 19

Form 19 serves several key purposes:

  • Legal Consent – Confirms that the company secretary agrees to act in their role.
  • Compliance Verification – Ensures the secretary meets statutory requirements under the Companies Act.
  • Official Record – Becomes part of the company’s statutory records maintained by the Department of the Registrar of Companies (DRC).
  • Corporate Governance – Establishes the company secretary as the official liaison between the company and regulatory authorities.

2. Who Needs to Submit Form 19

  • The appointed company secretary of the company must submit Form 19.
  • A company cannot complete incorporation without submitting this form.
  • If the company appoints a new secretary after incorporation, Form 19 must be updated accordingly.

3. Information Required in Form 19

The following details must be provided:

  1. Full Name – First name, middle name, and surname.
  2. Residential or Office Address – Province, district, divisional secretariat, Grama Niladhari division, and postal code.
  3. Identification Number – NIC for local secretaries or passport number for foreign secretaries.
  4. Nationality – Local or foreign.
  5. Contact Information – Phone number and email address.
  6. Consent Statement – Declaration confirming willingness to act as company secretary and adherence to statutory requirements.
  7. Signature – Must be personally signed by the company secretary.
  8. Registration Number – For licensed company secretaries, the official registration number must be included.

4. Steps to Complete and Submit Form 19

Step 1: Download Form 19

  • Access the e-ROC portal to download the PDF version of Form 19.

Step 2: Fill in Company Secretary Details

  • Enter all required personal and contact information accurately.
  • Confirm the details match official identification documents.

Step 3: Provide Consent and Signature

  • The company secretary must sign the form personally.
  • Include the consent statement confirming willingness to act and compliance with the law.

Step 4: Upload the Form to e-ROC

  • Scan the signed Form 19 in PDF format.
  • Upload the document to the corresponding section in the e-ROC registration portal.

Step 5: Payment of Fees

  • Pay the registration fee for Form 19.
  • Current base fee is LKR 2,000 + applicable VAT.

Step 6: Verification

  • The company secretary or authorized person verifies all details before submission to ensure compliance and prevent delays.

5. Common Mistakes to Avoid

  • Missing or incorrect personal details
  • Failure to sign or incomplete consent statement
  • Incorrect identification number or registration number
  • Uploading the wrong file format or merging multiple forms
  • Not submitting Form 19 before finalizing company registration

Proper submission ensures smooth approval and avoids statutory issues.

6. Importance of Form 19 Submission

  • Confirms legal appointment and consent of the company secretary
  • Establishes accountability for compliance and corporate governance
  • Required for company incorporation and statutory filings
  • Acts as a liaison for communications with regulatory authorities

Conclusion

Form 19 is a critical document in the company registration process in Sri Lanka. By accurately completing the form, obtaining proper signatures, and submitting via the e-ROC portal, businesses ensure statutory compliance and proper recognition of their company secretary. Attention to detail in Form 19 prevents delays, strengthens corporate governance, and ensures smooth operations from incorporation onwards.

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