Companies in Sri Lanka are registered with the Department of the Registrar of Companies (DRC), කම්පැනි රෙජිස්ට්‍රාර් දෙපාර්තමේන්තුව / நிறுவனங்கள் பதிவாளர் திணைக்களம், which operates under the Ministry of Trade, Commerce, Food Security and Cooperative Development from 400, D. R. Wijewardena Mawatha, Colombo 10. All company filings are made electronically through the department’s eROC system at eroc.drc.gov.lk, while beneficial-ownership data is submitted to a separate portal at bo.drc.gov.lk. English is an official language of Sri Lanka, so registry terminology below is given in English as used by the department itself.

The company registry in Sri Lanka

The Department of the Registrar of Companies administers four principal statutes: the Companies Act No. 7 of 2007 (as amended, most recently by the Companies (Amendment) Act No. 12 of 2025), the Societies Ordinance No. 16 of 1891, the Cheetus Ordinance No. 61 of 1935 and the Public Contracts Act No. 3 of 1987. Under those laws the department incorporates private and public limited companies, unlimited companies, companies limited by guarantee, off-shore companies and associations, registers foreign (overseas) companies, and maintains the registers of auditors and company secretaries.

Sri Lanka does not use a single register for companies and for sole traders. Incorporated entities go to the national Department of the Registrar of Companies. Unincorporated businesses — sole proprietorships and partnerships — register a business name with the provincial business-name authority of the province in which they trade, business-name registration being a devolved provincial function. In the Western Province, for example, this is the Department of Provincial Business Name Registration, Western Province at bnr.wp.gov.lk, which keeps separate registers for individual (sole proprietor) business names and joint (partnership) business names. Co-operative societies are likewise registered outside the DRC, with the Registrar of Co-operative Societies.

Since the roll-out of eROC, incorporation, annual returns and most notices are filed online; name reservation and incorporation are handled entirely within the system, and the department has published user guides for incorporation, societies, auditors, secretaries and Public Contracts Act registrations. In April 2026 the department invited expressions of interest for business-process re-engineering and contract management of eROC Version 2.0, indicating that the platform is being rebuilt rather than merely maintained.

The most significant recent change concerns beneficial ownership. The Companies (Beneficial Ownership) Regulation No. 1 of 2026, published in Extraordinary Gazette No. 2480/48 of 21 March 2026, established a dedicated Beneficial Ownership Registry. With effect from 30 March 2026, every newly incorporated company must, after paying its incorporation fee, log in to the BO portal and file Form BO 01 (beneficial ownership at incorporation) and Form BO 05 (authorised person of the company); failure to do so causes the incorporation to be resubmitted. Existing companies file Form BO 07, and further forms cover new share issues (BO 02), share transfers (BO 03), the annual confirmation of ownership details (BO 04) and changes of registered office (BO 06).

Legal forms that can be registered in Sri Lanka

Section 3 of the Companies Act No. 7 of 2007 allows a company to be incorporated in one of three basic types, which are then combined with the private/public distinction and with the special regimes for off-shore and overseas business.

  • Limited Company — a company that issues shares whose holders’ liability to contribute to the assets of the company is limited as specified in the articles. This is the standard vehicle for commercial activity.
  • Private Company (“(Private) Limited” / “(Pvt) Ltd”) — a limited company whose articles prohibit any offer of shares to the public and restrict the number of shareholders to fifty, not counting employee shareholders (Part II of the Act). The most common form in practice.
  • Public Company (“PLC”) — a limited company that may offer its shares to the public; a public company whose shares are listed is a listed company and is additionally subject to Colombo Stock Exchange and Securities and Exchange Commission rules.
  • Company Limited by Guarantee — a company that issues no shares; its members undertake to contribute to the assets of the company if it is wound up. Used for non-profit, professional and membership bodies.
  • Unlimited Company — a company that issues shares whose holders have unlimited liability to contribute to the assets of the company.
  • Off-shore Company — a company incorporated in Sri Lanka under Part XI of the Act (sections 260 to 265) to carry on business exclusively outside Sri Lanka.
  • Overseas Company — a company incorporated outside Sri Lanka that establishes a place of business in the country; it is not a separate Sri Lankan legal person but must be registered under Part XVIII of the Act (sections 488 to 505).
  • Association licensed under section 34 — a company formed to promote commerce, art, science, religion, charity or a similar object may be licensed to be registered without the word “Limited” in its name.
  • Sole Proprietorship — an individual trading in a business name; no separate legal personality, unlimited personal liability, registered as an individual business name with the provincial authority.
  • Partnership — two or more persons carrying on business together under a joint business name; partners are personally liable, and the business name is registered provincially.
  • Society (Societies Ordinance No. 16 of 1891) — mutual provident and similar member societies, registered with the Registrar of Companies.
  • Cheetu (Cheetus Ordinance No. 61 of 1935) — the traditional rotating savings and credit scheme, which must be registered with the department.
  • Co-operative Society — a member-owned entity registered with the Registrar of Co-operative Societies rather than with the Registrar of Companies.

Information available from the Sri Lankan registry

The company file kept by the Registrar is the authoritative record of a Sri Lankan company. Through eROC the department provides a public name search, which is also the first step of incorporation, since section 7 of the Companies Act forbids registration of a name that is identical to that of an existing company or registered overseas company, that contains “Chamber of Commerce” without a section 34 licence, or that the Registrar considers misleading. Names containing “President”, “Municipal”, “Incorporated”, “Co-operative”, “Society”, “National”, “State” or “Sri Lanka” require ministerial consent.

The registered file of a company will normally show its name and company number, its type, the date of incorporation, the registered office address (Form 13 records any change), the location of records and registers (Form 14), the directors and the company secretary with their particulars (Forms 18, 19 and 20), the stated capital and its movements (Forms 6, 7, 8 and 9), charges created over the company’s assets and their satisfaction (Forms 10, 10A, 11 and 12A), changes of name (Form 3), the accounting-records location and balance-sheet date (Forms 16 and 17), and the annual return — Form 15 for companies other than those limited by guarantee and Form 15A for guarantee companies. Forms 1 and 5 are generated by the eROC system itself rather than downloaded.

Beneficial ownership is handled separately and is not part of ordinary company publicity. Submissions are made to the BO portal using eROC credentials, and the department publishes user guides and video tutorials for the workflow. The department has not published a public search facility over beneficial-ownership data; the categories of person entitled to access it are governed by the Companies (Beneficial Ownership) Regulation No. 1 of 2026, the detailed access rules of which could not be confirmed from the department’s published web pages at the time of writing. The extent to which audited financial statements form part of the public file likewise depends on the category of company under the Companies Act and is not set out on the department’s website.

Documents that can be obtained from the registry

  • Certificate of Incorporation — the Registrar’s certificate evidencing that the company exists as a body corporate from the stated date; the basic proof of legal existence for banks, tenders and counterparties.
  • Certified true copies of registered forms and documents — certified copies of anything already on the company file, ordered from the department against an invoice that is valid for thirty days from its date. Newly incorporated companies can obtain their initially requested certified copies digitally.
  • Articles of Association — the company’s constitution as registered, showing shareholder rights, transfer restrictions and the powers of directors.
  • Annual Return (Form 15 / Form 15A) — the yearly statement of shareholders, shares and officers; used to verify current ownership and management.
  • Certificate of Change of Name — issued following registration of a change of name (notified on Form 3), and needed to link a company’s past and present identities.
  • Register of Charges and memoranda of satisfaction (Forms 10, 10A, 11, 12A) — the record of security granted over company assets, essential for lenders and for due diligence on assets.
  • Certificate of Registration of an Overseas Company — evidence that a foreign company’s place of business in Sri Lanka has been registered under Part XVIII of the Companies Act.
  • Extracts on directors and secretaries (Forms 18, 19, 20) — certified particulars and consents of the persons who may act for the company.
  • Society and Cheetu registration documents — certificates and certified copies for entities registered under the Societies Ordinance and the Cheetus Ordinance.

Frequently Asked Questions

Which authority is the business register in Sri Lanka?

The Department of the Registrar of Companies, under the Ministry of Trade, Commerce, Food Security and Cooperative Development. Its online system is eROC at eroc.drc.gov.lk.

Are sole traders registered with the Registrar of Companies?

No. Sole proprietorships and partnerships register a business name with the business-name registration authority of their province — for example the Department of Provincial Business Name Registration of the Western Province — not with the national Registrar of Companies.

What law governs companies in Sri Lanka?

The Companies Act No. 7 of 2007, as amended, most recently by the Companies (Amendment) Act No. 12 of 2025. The Registrar also administers the Societies Ordinance No. 16 of 1891, the Cheetus Ordinance No. 61 of 1935 and the Public Contracts Act No. 3 of 1987.

Do Sri Lankan companies have to declare beneficial owners?

Yes. Under the Companies (Beneficial Ownership) Regulation No. 1 of 2026, published in Extraordinary Gazette No. 2480/48 of 21 March 2026, companies incorporated on or after 30 March 2026 must file Forms BO 01 and BO 05 on the BO portal immediately after incorporation, and companies already on the register file Form BO 07.

Can I search Sri Lankan companies online for free?

The eROC portal offers a public name search, which is also used to check name availability before incorporation. Certified copies of documents on a company file are supplied by the department on request.

Can a foreign company operate in Sri Lanka without incorporating a subsidiary?

Yes, by registering as an overseas company under Part XVIII of the Companies Act. Alternatively, a company may be incorporated locally, including as an off-shore company under Part XI if its business is carried on entirely outside Sri Lanka.

Sources

  • Department of the Registrar of Companies (DRC) — drc.gov.lk
  • Department of the Registrar of Companies — Objectives and Main Functions — drc.gov.lk
  • Department of the Registrar of Companies — The Companies Act and amendments — drc.gov.lk
  • Department of the Registrar of Companies — Download Forms — drc.gov.lk
  • Department of the Registrar of Companies — Mandatory Beneficial Ownership Submission for New Company Incorporations — drc.gov.lk
  • Department of the Registrar of Companies — Beneficial Ownership Regulations, Extraordinary Gazette No. 2480/48 of 21.03.2026 — drc.gov.lk
  • Department of the Registrar of Companies — Beneficial Ownership System User Guide — drc.gov.lk
  • Department of the Registrar of Companies — Certified true copies for already registered forms and other documents — drc.gov.lk
  • eROC — Electronic Registrar of Companies system — eroc.drc.gov.lk
  • Beneficial Ownership Registry portal — bo.drc.gov.lk
  • Companies Act No. 7 of 2007, Parliament of Sri Lanka — parliament.lk
  • Department of Provincial Business Name Registration, Western Province — bnr.wp.gov.lk

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