🔄 How to Change Your Company Name in Sri Lanka — A Simple Guide for Business Owners

Starting a company is a big step — and choosing a name is one of the most exciting parts of that journey. But what happens when you want to change the name of your company later?

Maybe your business is growing, your focus has shifted, or you just want a name that better reflects your brand.

No matter the reason, if your business is registered in Sri Lanka, the Companies Act No. 07 of 2007 sets out a clear legal process to change a company name.

Let’s walk through that process step by step — in plain English.

📜 Section 8: How to Legally Change a Company Name

✅ Step 1: Get Approval From Shareholders

To change your company’s name, you must first pass something called a special resolution. This means at least 75% of your shareholders must agree to the change at a general meeting.

It’s not enough for just the directors or one person to decide — most of the shareholders must approve it.

✅ Step 2: Get Written Permission From the Registrar

After passing the resolution, you must get written approval from the Registrar of Companies. This is the government official in charge of company records in Sri Lanka.

You can’t just start using your new name right away — you need their go-ahead first.

✅ Step 3: Inform the Registrar Within 10 Working Days

Once the name change is approved, you have 10 working days to tell the Registrar that your name has officially changed.

You must do this using a prescribed form, which your company secretary or lawyer can help prepare.

📄 What the Registrar Will Do Next

Once they receive your notice:

• The old name will be removed from the company register
• The new name will be added
• You will get a new Certificate of Incorporation that shows your updated name and company status

✅ Important: Your original registration date stays the same. Only the name changes.

⚖️ Legal Effect: Your Business Rights Stay the Same

Changing your name:

• Does not affect your contracts
• Does not cancel your debts
• Does not stop any legal actions against or for your business

For example, if someone owed your company money before the name change, they still owe you under your new name.

⚠️ What If You Don’t Inform the Registrar?

If you forget or ignore the rule to notify the Registrar:

• Your company can be fined up to Rs. 50,000
• The directors and officers who are responsible can also be fined Rs. 50,000 each

📢 Section 9: You Must Also Publish a Public Notice

To keep things transparent, the law says you must tell the public about your company’s name.

🏢 After You Start a New Company

Within 30 working days of registering your company, you must publish:

• Your company name
• Your company registration number
• Your registered office address

This is usually done in a newspaper or official gazette.

🔄 After a Name Change

If you change your name, you must publish a public notice within 20 working days, showing:

• Your old name
• Your company number
• Your registered address
• Your new name

⚠️ What If You Forget to Publish the Notice?

• Your company will be fined Rs. 50,000
• The Registrar may publish the notice for you — but you will still face the penalty

📛 Section 10: When the Registrar Can Force You to Change Your Name

Even if your name was approved at first, the Registrar of Companies can later ask (or direct) you to change it if there’s a problem.

Here are 3 situations when this might happen:

1️⃣ You Broke the Naming Rules

Let’s say you accidentally registered a name that:

• Is too similar to another existing company, or
• Suggests a connection to the government or President

The Registrar can force you to change the name.

2️⃣ Another Company Complains

If another company thinks your name is too similar to theirs, and they:

• Complain within 3 months of your public notice, and
• Were registered before you

…the Registrar can ask you to change your name.

📌 Example:

• An old company called “Ceylon Solar Ltd” sees a new company called “Ceylon Solars Pvt Ltd.”
• They file a complaint.
• If the Registrar agrees there’s confusion, you may be told to change your name.

3️⃣ You Didn’t Choose the Name in Good Faith

If someone proves that you registered the name just to block competitors, mislead customers, or for dishonest reasons, the Registrar can step in.

⏱️ How Long Do You Have to Change It?

If the Registrar tells you to change your name:

• You must do so within 6 weeks
• Or ask for extra time, which the Registrar may allow

⚠️ What Happens If You Don’t Comply?

If you ignore the Registrar’s direction:

• Your company can be fined up to Rs. 200,000

🏷️ Section 11: Automatic Name Changes When Company Status Changes

Sometimes, your company name must change automatically based on your new legal status — even if you don’t want it to.

This happens in 4 cases:

🔄 1. Private Company → Public Company

If your private company becomes public:

• You must remove “(Private)” from the name
  Example:
  Eco Homes (Private) Limited → Eco Homes Limited

🔁 2. Public Company → Private Company

If your public company becomes private:

• You must add “(Private)” to the name
  Example:
  SmartTrade Limited → SmartTrade (Private) Limited

📈 3. Limited Company → Listed Company

If your company gets listed on the stock exchange:

• Add “Public Limited Company” or “PLC” to your name
  Example:
  Lanka Auto Limited → Lanka Auto Public Limited Company or Lanka Auto PLC

📉 4. Listed Company → Unlisted Company

If your company is no longer listed:

• Change “Public Limited Company” back to “Limited”
  Example:
  FinServe PLC → FinServe Limited

🔔 You Must Still Notify and Publish the Name Change

Even though the law says the name must change:

• You must notify the Registrar within 10 working days
• You must publish a public notice

⚠️ Penalties for Not Complying

Just like before:

• Your company can be fined Rs. 50,000
• Each responsible officer may also be fined Rs. 50,000

✅ Summary: What You Need to Remember

✍️ Final Thoughts

Changing your company name is more than a rebranding — it’s a legal responsibility.

Whether you’re:

• Updating your identity,
• Correcting a mistake,
• Or changing from private to public (or vice versa),

Make sure you follow the correct process, meet the deadlines, and avoid fines.

If you’re unsure about the steps, it’s a good idea to work with a registered company secretary or legal consultant to handle the paperwork properly.