Sri Lanka is slowly becoming a more attractive place for foreign investors and entrepreneurs looking to tap into South Asia’s growing markets. Whether you’re looking to start an export business, tech company, or logistics operation, the country allows 100% foreign ownership in many sectors. But what exactly does a foreigner need to open a company in Sri Lanka?
If you’re not familiar with the local system, it can seem complicated at first. So here’s a clear, practical breakdown of the documents and steps involved — written with the foreign investor in mind.
✅ First, What Type of Company Can You Register?
For most foreign investors, the best option is to register a Private Limited Company (Pvt Ltd). This structure:
- Offers limited liability
- Allows 100% foreign ownership
- Requires a minimum of one director (must be a person, not a company)
- Requires a shareholder (can be an individual or company)
📄 Documents a Foreigner Needs to Open a Company in Sri Lanka
Here’s what you as a foreigner will typically need:
1. Passport Copy (Certified)
You must provide a clear, certified copy of your valid passport. This is needed for all foreign directors and shareholders. Certification can be done by:
- A notary public
- Lawyer
- Sri Lankan Embassy
- Your local government authority
Tip: Make sure your passport is valid for at least 6 months at the time of submission.
2. Proof of Address
Some authorities may request a utility bill or bank statement as proof of your residential address abroad. This isn’t always mandatory for company registration, but it’s often needed for:
- Bank account opening
- Tax registration (TIN)
- BOI or visa applications
3. Consent Letter from Director(s)
Each director must sign a consent form agreeing to act as a director of the company. This is a standard requirement under Sri Lanka’s Companies Act.
4. Articles of Association
This is the legal document that outlines how the company will operate. You can use the standard template provided by the Registrar of Companies, or draft a custom version with the help of a lawyer.
5. Company Name Approval (via eROC)
Before submitting any documents, you must apply online to reserve your company name through the eROC portal:
https://eroc.drc.gov.lk
You’ll need to provide:
- Proposed company name
- Brief business objectives
- Details of directors/shareholders
6. Shareholding Details & Foreign Company Documents (if applicable)
If the shareholder is a foreign company (e.g., a parent company in Singapore), you’ll also need:
- Certificate of Incorporation of the foreign company
- Board resolution authorizing investment in Sri Lanka
- Certified copy of company constitution/articles
- Details of the authorized signatory or representative
All documents should be certified and translated into English if originally in another language.
7. BOI Approval (Optional)
If you’re planning a large-scale investment, require special tax incentives, or plan to lease state-owned land, you may consider registering under the Board of Investment (BOI).
For this, you’ll need:
- A detailed business proposal
- Projected financials
- Passport copies of investors
- Application fee
8. Tax Identification Number (TIN)
Once the company is registered, you’ll need to apply for a TIN from the Department of Inland Revenue. Foreign directors or signatories may need to provide:
- Passport
- Company registration documents
- Proof of address
Bonus: Opening a Bank Account
To open a company bank account in Sri Lanka, you’ll typically need:
- Company registration documents (Form 1, 18, 19, Articles)
- Passport and proof of address of directors/shareholders
- TIN certificate
- Board resolution to open the account
Some banks may ask the foreign director/shareholder to be physically present, while others may allow remote setup depending on the bank and risk profile.
✔️ Summary Checklist
| Document | Required for |
|---|---|
| Certified Passport Copy | All foreign directors/shareholders |
| Proof of Address | Optional, but needed for banks/tax |
| Consent Letter | Director appointment |
| Name Reservation (eROC) | Before incorporation |
| Articles of Association | Company structure |
| Foreign Company Docs (if applicable) | If parent company is shareholder |
| BOI Documents (if applicable) | For BOI projects |
| TIN Application | Tax registration |
Final Thoughts
Opening a company in Sri Lanka as a foreigner is totally doable, but it helps to be prepared with the right documentation and expectations. If you’re working with a local company secretary, lawyer, or business service provider, they can guide you through the local requirements and speed things up.
Whether you’re looking to tap into regional trade routes, export opportunities, or build a services hub, Sri Lanka can be a strong strategic base — just make sure your paperwork is in order from the start.
