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Procedure Name

Procedure for Registration of a Private Company (Manual Registration and Online Registration)

Description

Category	Registration
Responsible Agency	Department of the Registrar of Companies Address : 400 D R Wijewardena Mawatha, Colombo 10. Phone: 0094-11-2689208 , 0094-11-2689209 Email: info@drc.gov.lk
Legal base of the Procedure	Companies Act, no. 07 of 2007
Fee	Private Company Form 1 Rs. 4,000/= Articles of Association Rs 2,000/= Form 18 Rs. 2,000/= (each) Form 19 Rs. 2,000/= (each) 15% VAT is payable on all registration fees
Processing Time	One day

FOR ONLINE REGISTRATION

Duly File the information by accessing the link. ( Click Here)

FOR MANUAL REGISTRATION

Required Documents

No.	Type of documents
1	Approved name certificate
2	Form No. 1 - Registration Of A Company
3	Form No. 18 - Consent And Certificate Of Director
4	Form No. 19 - Consent And Certificate Of Secretary / Secretaries
5	Two copies of Articles of Association

Note - Hand written forms will not be accepted. (Forms can obtain at Registrar of Companies Department)

Process Steps

Step 1	Obtain a name approval
Step 2	Relevant forms together with two copies of Articles of Association should be prepared (on A4 paper). If the company is coming under the BOI regime, the draft Articles of Association should be submitted for approval of Executive Director (Legal), BOI prior to incorporation of the company.
Step 3	Submit the above mentioned documents to the information counter to check whether they are in the correct format.
Step 4	Submit it to the Shroff counter.
Step 5	If contents of the forms & articles are correct the certificate can be collected over the counter by producing the payment receipt next day.
Step 6	A company shall within thirty working days of its incorporation under this Act, give public notice*of its incorporation

Note - If one would like to a register private company with shares issued to a foreign investor, it should be either get BOI approval or can be register without getting BOI approval if it is not violating the limitations under section 3 of the extraordinary gazette notification No. 1232/14 dated 2002.04.19 published under the exchange control act (chapter 423 of the CLE). When preparation of articles for these, inclusion of Primary Objects are mandatory

Category

Procedure

The following form/s are used in this procedure

Title	Description	Created Date	Updated Date
Application for Registration of a Company	This is the application form for Registration of a Company	21-12-2017	05-03-2018
Application for Consent And Certificate Of Secretary/ Secretaries	This is the Application for Consent And Certificate Of Secretary/ Secretaries	10-01-2018	05-03-2018
Application for Consent And Certificate Of Director	This is the Application for Consent And Certificate Of Director	10-01-2018	05-03-2018

This procedure applies to the following measures

Name	Measure Type	Agency	Description	Comments	Legal Document	Validity To	Measure Class
Registration of a Private Company	Registration Requirement		A company must be registered under the Companies Act, no. 07 of 2007 for it to be considered a Private Company.	The articles of a private company shall include provisions which― (a) prohibit the company from offering shares or other securities issued by the company to the public; and (b) limit the number of its shareholders to fifty, not including shareholders who are― (i) employees of the company; or (ii) former employees of the company who became shareholders of the company while being employees of such company and who have continued to be shareholders after ceasing to be employees of the company.	Companies Act, no. 07 of 2007	31-12-9999	Good
Online Registration of a Private Company	Registration Requirement		A company must be registered under the Companies Act, no. 07 of 2007 for it to be considered a Private Company	A company shall within thirty working days of its incorporation under this Act, give public notice of its incorporation.	Companies Act, no. 07 of 2007	31-12-9999	Good