Company Incorporation in Sri Lanka
Incorporation of a Sri Lankan company through the Registrar of Companies' eROC online system under the Companies Act No. 7 of 2007 — a name request, then the Form 1 application for incorporation, a Form 18 consent for each director, a single Form 19 consent of the company secretary (a secretary is mandatory) and the Articles of Association. A private limited company can be formed with a single shareholder and a single director and is capped at 50 shareholders; a public company needs at least two directors. 100% foreign ownership of a private limited company is generally permitted, subject to the Board of Investment regime and a restricted-sector list. Government fees below are the statutory base fee with 18% VAT added on top.
5–10 business days
LKR
Compare the structures
Every column is a vehicle you can actually incorporate here, and each is bought on its own terms. Every fact carries where it was read: on the authority’s own page, or — marked Indicative — on a filing platform or publication we name and link. Anything we could not read anywhere is marked Pending verification and confirmed with the authority before you pay.
| Private Limited CompanyThe default vehicle for SMEs, startups and foreign-owned subsidiaries — single shareholder/director, capped at 50 members | Public Limited CompanyCompanies raising capital from the public or listing on the Colombo Stock Exchange — at least two directors, no member cap | Company Limited by GuaranteeNon-profits, associations, clubs and NGOs needing a corporate body without share capital | Overseas Company (foreign branch / place of business)A foreign company registering a branch or place of business without incorporating a local subsidiary — remains the foreign body corporate (Part XVIII) | Sole ProprietorshipFreelancers and individual traders — a business name registered provincially, not with the Registrar of Companies | PartnershipTwo or more individuals or firms trading together with joint and several liability — business name registered provincially | |
|---|---|---|---|---|---|---|
| Minimum owners | 1 | 1 | 1 | 1 | 1 | 2 |
| Maximum owners | 50 | Pending verification | Pending verification | Pending verification | 1 | 20 |
| Minimum directors | 1 | 2 | 1 | Pending verification | Pending verification | Pending verification |
| Liability | limited | limited | limited | unlimited | unlimited | unlimited |
| Foreign ownership | Yes | Yes | Pending verification | Yes | No | Pending verification |
| Tax treatment | Separate legal person; profits taxed at the standard 30% company income-tax rate (special 15%/45% rates for particular a… | Separate legal person taxed at the standard 30% company income-tax rate (special rates apply to specified activities). | Separate legal person; charitable/non-profit tax treatment depends on IRD approval and is not automatic. | The branch is taxed in Sri Lanka on its Sri Lanka-source profits; a branch/remittance regime may apply. Rate not separat… | Not a separate legal person; profits taxed in the proprietor's hands at individual progressive rates (6% to 36% for Y/A … | A partnership is taxed under a partnership regime; income is generally allocated to and taxed in the partners' hands. Sp… |
| Audit required | Pending verification | Yes | Pending verification | Pending verification | Pending verification | Pending verification |
| Audit threshold | NOT VERIFIED against the Companies Act No. 7 of 2007. A private company may qualify for exemption from the audit require… | A public company must have its financial statements audited - no exemption. (Exact statutory cross-reference in the Comp… | NOT VERIFIED. | NOT VERIFIED. | Pending verification | Pending verification |
| Annual compliance | Medium | High | Medium | Medium | Low | Low |
| Typical use | Wholly-owned subsidiary of a foreign parent, or a locally-owned trading/services company that will not offer shares to t… | Businesses that will offer shares to the public or list on the Colombo Stock Exchange; there is no cap on the number of … | Foundations, professional and trade associations, sports clubs and NGOs where members guarantee a nominal amount rather … | Foreign parent that wants to operate directly in Sri Lanka through a registered branch rather than a separate Sri Lankan… | Single-owner shop, consultant or online seller registered for a business name at the local/Divisional Secretariat and, i… | Professional firms (e.g. accountants, lawyers) and family trading businesses where partners accept joint and several lia… |
What we will need from you
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Form 1 — Application for Incorporation
One per company; summary details of the company, shareholders, directors and secretary.
Form 18 — Consent and Certificate of Director
One PER DIRECTOR (minimum one; a public company needs at least two). Each director's consent with NIC (citizens) or passport (foreign nationals). The Form 18 fee multiplies by the number of directors.
Form 19 — Consent and Certificate of Secretary
One per company, signed by the appointed company secretary (a secretary is mandatory under the Companies Act No. 7 of 2007).
Articles of Association / Company Profile
One per company; may adopt the standard/default articles.
Identity of each director and shareholder
NIC for Sri Lankan citizens; passport for a foreign national director or shareholder. Whether a foreign passport must be notarised/apostilled (or consularised for non-Hague countries) is set by DRC guidance, not the Act — confirmed at quote.
For a foreign body-corporate shareholder: the parent's certificate of incorporation and a board resolution
Foreign documents are generally required certified/notarised and, for many countries, apostilled or consularised. Exact treatment confirmed at quote against the DRC Guidelines & Necessary Documents page.
Registered office address in Sri Lanka
Cost breakdown
Our fee and the government’s are always separate lines. Government fees are passed through at exactly what the authority charges — we add nothing to them.
| Name approval / name reservation (Name Request)Base fee Rs 2,000 (DRC Detailed Chart of Fees item 8); 18% VAT on top. Re-confirm against the current Companies (Fees) Order (Gazette 2496/03, 2026-07-06) at quote. | LKR 2,000Read at source on 2026-09-10 |
| Form 1 — Application for Incorporation (private company)one line of this schedule appliesBase fee Rs 4,000 + VAT (drc.gov.lk revised schedule for a private limited company). This is the core private-company registration fee. | LKR 4,000Read at source on 2026-09-10 |
| Form 18 — Consent of Director (per director)Rs 2,000 + VAT PER DIRECTOR — a 3-director company pays 3 × Rs 2,000 + VAT. | LKR 2,000Read at source on 2026-09-10 |
| Form 19 — Consent of SecretaryRs 2,000 + VAT; a single fee (the company secretary is mandatory). | LKR 2,000Read at source on 2026-09-10 |
| Articles of Association / Company Profile | LKR 2,000Read at source on 2026-09-10 |
| Registration of a Public Limited Company (alternative to Form 1 fee)one line of this schedule appliesBase fee Rs 20,000 + VAT (Detailed Chart of Fees item 2) where a public company is being incorporated instead of a private one; Form 18 (per director, min 2) and Form 19 apply as above. | LKR 20,000Read at source on 2026-09-10 |
| Registration of a company limited by guarantee (alternative)one line of this schedule appliesBase fee Rs 30,000 + VAT (item 4) where a guarantee company is being incorporated. | LKR 30,000Read at source on 2026-09-10 |
| Registration of a place of business by an Overseas Company (alternative)only if it appliesBase fee Rs 60,000 + VAT (item 16) for a foreign company's branch/place of business under Part XVIII, filed on Form 40 (s.487(1)). Distinct from the Rs 150,000 off-shore-company fee. | LKR 60,000Read at source on 2026-09-10 |
| Comriq professional fee | Fixed fee within 1 business day |
These are the authority’s published lines. Which of them apply depends on your filing — a schedule by headcount, capital or entity type is one line, not all of them — and the applicable line is confirmed before payment, at cost.
How it runs
You will see these exact stages update in your client portal as we progress.
Name Approved
Name request submitted to and approved by the Registrar of Companies via eROC.
Documents Prepared
Form 1, a Form 18 per director, Form 19 and the Articles drafted and signed.
Filed on eROC
Incorporation documents filed with the Registrar of Companies; fees paid.
Certificate of Incorporation
The Registrar issues the certificate; the company comes into existence.
Ready to start?
This one is priced to your situation — most of what we do needs a local filing agent, so we scope it rather than guess. Tell us the specifics and we come back with a fixed quote and a confirmed timeline, within one business day.
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Verified September 2026
Requirements and statutory fees are set by Department of the Registrar of Companies (eROC) and change without notice. This page is general information, not legal or tax advice. Your engagement letter and quote are the binding documents.