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Registration of Business in Sri Lanka

General

Any foreign person or company intending to carry on any business in Sri Lanka is required to first obtain the approval of the Board of Investment of Sri Lanka. Therefore. applicants should communicate direct with the

Chairman
Board of Investment of Sri Lanka
Trade Centre, 16th Floor, West Tower
Echelon Square, Colombo 1
Tel. (0094) 1124344 03- 5
Fax. (0094) 11244 7994- 5
e-Mall:
Website: www.boi.lk

for advise regarding procedures to be followed.

Applications to incorporate a company under the Companies Act No.17 of 1982. can be entertained only for the purpose of which BOISL approval has been granted.

The following steps need to be taken to register a Company:

  • Obtain approval of the name of proposed Company;
  • Submit the Memorandum and Articles of Association and other prescribed documents of incorporation.

Registration and other fees prescribed in respect of each of the above must be paid along with the respective application in Sri Lanka Rupees.

For the purpose of ensuring due compliance, it is advisable if the Application for Registration and the preparation of these documents is entrusted to a professionally competent individual, Firm or Company in Sri Lanka engaged in the formation of companies. Any prospective investor could obtain the assistance of the German Embassy in Sri Lanka to establish contact with such a professional person or body.

Address of the Registrar of Companies:
Registrar of Companies
Department of Registrar of Companies
"Samagam Medura"
400, D. R. Wijewardena Mawatha
Colombo 10
Tel. (0094) 11 2689208 -10
Fax.: (0094) 11 26892 11
Website: www.drc.gov.lk

Other websites of relevant Institutions:

  • Department of Customs www.customs.gov.lk
  • Controller of Imports & Exports www.imexport.gov.lk
  • Department of Immigration & Emigrations www.immigration.gov.lk

 

GUIDELINES FOR THE REGISTRATION OF A PLACE OF BUSINESS IN SRI LANKA BY A FOREIGN COMPANY

1. WHO MAY APPLY:

  • Any company incorporated outside Sri Lanka.
  • Any company incorporated outside Sri Lanka which has established a liaison office in Sri Lanka.


2. REQUIREMENTS FOR REGISTRATION :

Applications will be considered on a case by case basis having regard to the national interest.

The Minister of Trade and Commerce with the prior concurrence of the Minister of Finance is empowered to grant a direction of exemption from the application of section 2 of"-the' .." " companies (Special Provisions) Law No.19 of 1974 which would entitle the company to establish a place of business in Sri Lanka

Application must in the .first instance be made in writing to the Minister of Trade and Commerce and forwarded through the Registrar of Companies, Colombo 2, together with copies of the following documents and any other evidence to show that it is well established and sizeable in terms of assets and turnover in the country of origin.

  • Copies of the Memorandum and Articles of Association of the parent company or any other document as associated with same.
  • A copy of the balance sheet, the profit and loss account if any, in respect of the two years preceding the year in which the application is made.
  • An affidavit by the Chairman of the company supported by a resolution of the Board of Directors that a sum not less than US~ 100,000 will be deposited in a Special Account in a Bank in Sri Lanka as soon as it's application is accepted and prior to establishing it's place of business in Sri Lanka.

      

Note. Remittances abroad from this account will be subject to the authority of the Controller of Exchange. However drawings from the account for local expenses will be permitted.

A statement specifying the manner in which its activities would benefit the economy of Sri Lanka and a specific undertaking to contribute to the national economy by Using legal, accounting and secretarial services available in Sri Lanka and Creating a minimum of ten job opportunities for Sri Lankans.


3. TAXATION AND REPATRIATION OF PROFITS:

Income tax will be limited to income accruing in or derived in Sri Lanka, as long as the company is deemed to be a non-resident company' in, terms of Section 67 of the Inland Revenue Act.

Allowable expenses are governed by the provisions of. The Inland Revenue Act. Expenses incurred in the production of income, subject however, to certain restrictions on expenditure for entertainment, traveling and expenses of a capital nature etc~ will be allowed.

Repatriation of profits and other fees will be permitted subject to any specific terms and conditions stipulated by the Central Bank of Sri Lanka.

The company may invest in fixed assets in Sri Lanka as long as such assets are required for the purpose of its business in Sri Lanka, subject to section 58 of the Finance Act No 11of 1963.

In case of foreign employees, tax liability will be at a concessionary rate of 25% for a period of 3 year from commencement of employment .in Sri Lanka. during which period income derived from outside Sri Lanka will not be subject to tax. Liability to tax on global income will arise at the end of the said period of 3 years. Double Tax Relief Agreements reinforce the primary taxing right of the source country and generally stipulate a six month period of physical presence for liability to arise.


4. MODE OF REGISTRATION :

Registration will be under the procedure for registration in Part XIII of the Companies Act No.17 of 1982. The Registering authority is the Registrar of Companies to whom the formal documents of registration must be presented after the application has been accepted for grant of exemption.

 

REGISTRATION OF A BRANCH OFFICE BY A COMPANY INCORPORATED OUTSIDE SRI LANKA

A company incorporated outside Sri Lanka may apply for registration of a branch office in Sri Lanka for any of the following purposes, subject to the conditions specified in the GUIDELINES FOR THE REGISTRATION OF A PLACE OF BUSINESS IN SRI LANKA BY A FOREIGN COMPANY,

  • to establish an industry.
  • to establish a branch office for purposes of trade.

Guidelines with regard to the requirements for registration, taxation and repatriation of profits are contained in GUIDELINES FOR THE REGISTRATION OF A PLACE OF BUSINESS IN SRI LANKA BY A FOREIGN COMPANY

The mode of registration after the grant of a direction of exemption as required by para (b) of clause 2 of the guidelines is as provided for in Part XIII of the Companies i\ct No. '7 of '982. In terms of these provisions, the application must have annexed to it the following documents :

  • A certified copy of the charter, statute or memorandum and articles of association of the company or other instrument constituting or defining the constitution of the company, and where such instrument is not in English a correct translation in English;
  • A certified copy, certified of recent date, of the incorporation of the Company;

The above documents shall be deemed to be duly certified if they are certified as true copies

  • by an official of the government of such foreign country to whose custody the original is committed or
  • by a Notary Public of such country or
  • by some officer of the company before some person having authority to administer an oath in that country and
  • by the signature or seal of such official, Notary Public or person, being authenticated by an official of the Sri Lanka embassy in that country.

Note. In the case of a country where there is no Sri Lanka Embassy, the signatures may be authenticated by the Trade Commissioner or any Representative of the Government of Sri Lanka in that country or any member of the judiciary of that country or any other person acceptable to the registrar.

  • A list of the directors of the company containing such particulars as prescribed in Companies Form 57.
  • The names and addresses of one or more persons resident in Sri Lanka authorised toaccept on behalf of the company service of process and any notices required to be served on the company, on the prescribed Companies Form No. 58.
  • A statement containing the full address of the registered or principal office of the company and principal place of business within Sri Lanka on Companies Form.

Note. The prescribed forms referred to may be purchased from the office of the Registrar.

  • A valid Power Attorney seal of the company authorising the person or persons resident in Sri Lanka to act on behalf of the company.

  • The registration fees payable:
    • On the Memorandum & Articles : Rs. 5500/-
    • On each prescribed form: Rs. 85/-

 

REGISTRATION OF A LIAISON OFFICE BY A COMPANY INCORPORATED OUTSIDE SRI LANKA

A company incorporated outside Sri Lanka may also apply to establish a liaison office for any of the following purposes in terms of a Direction of Exemption under section 3(2) of the Companies (special provisions) Law No.19 of 1974 published in Gazette No.578 of 29.9.1989.

  • market intelligence, planning and co-ordinating business promotion activities; or
  • technical support and quality control; or
  • sourcing of raw material and manufactured products;

provided the company does not engain any import, export, trade or investment in Sri Lanka.

In addition to the documents and fees for registration listed in the guidelines on REGISTRATION OF A BRANCH OFFICE BY A COMPANY INCORPORATED OUTSIDE SRI LANKA, there must also be attached a written undertaking that the company will not engage in any import, export, trade or investment in Sri Lanka.

The guidelines laid down in GUIDELINES FOR THE REGISTRATION OF A

PLACE OF BUSINESS IN SRI LANKA BY A FOREIGN COMPANY do not apply to an application for registration of a Liaison Office.