INCORPORATION OF COMPANIES. The method of incorporating a Company includes Sections No. 04 and 05 of the Companies Act No. 07 of 2007.

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1 INCORPORATION OF COMPANIES The method of incorporating a Company includes Sections No. 04 and 05 of the Companies Act No. 07 of Section 04; 4 (1) Subject to the provisions of the subsection (2), any person or persons may apply to incorporate a company, other than a company limited by guarantee, by making an application for the same to the Registrar in the prescribed form singed by each of the shareholders, together with the following documents:- (a) a declaration stating that to the best of such person or persons knowledge, the name of the company is not identical or similar to that of an existing company ; (b) the articles of association of the company, if different from the articles set out in the First Schedule hereto, and signed by each of the initial shareholders; (c) consent from each of the initial directors under section 203, to act as a director of the company ; and (d) consent from the initial secretary under subsection (2) of the section 221, to act as secretary of the company. (2) A company shall have not less than two shareholders, provided that a company may have a single shareholders where such single shareholders is the Secretary to the Treasury who is holding shares on behalf of the Government of Sri Lanka or is an individual or a body corporate. There are different types of companies under the companies act. PRIVATE, PUBLIC, PUBLIC QUOTED, GUARANTEE, FOREIGN, OFF-SHORE, UNLIMITED COMPANIES & ASSOCIATIONS 1 P age

2 Registration of a Private Company 1. Obtain a name approval from the Registrar General of Companies (ROC) (as follows) - You must first search the database of the registered companies through this portal or using the books kept on the information counter of ROC for possible similar names. - After you verify the availability of the Name, fill the Name search form (ie A36) in this portal or manually using the form collected from the information counter of the ROC. - The form A 16 is examined by at the public information counter. - You can either send a Name search application using this portal paying fees to the Shroff counter at the Department of ROC. - The Name verification document is sent to the database administrator who will run a search for similar names which he will list and submit send it to the ROC. - The ROC has the sole discretion to approve the name s delegate authority to approve. He may approve the name OR request more information OR a change to the proposed name. Approval Number can be collected over the information counter of ROC or if sent through the portal will be ed the following day. 2. After obtaining the name approval, Form No. 01 :- REGISTRATION OF A COMPANY Form No. 18 :- CONSENT AND CERTIFICATE OF DIRECTORS Form No. 19 :- CONSENT AND CERTIFICATE OF SECRETARY / SECRETARIES And together with two copies of Articles of Association should be prepared. All forms should be printed or typewritten (Sec.475) 3. Submit the above mentioned documents to the information counter to check whether they are in the correct format. If it is ok submit it to the Shroff counter and pay the registration fees including VAT. 4. If consent of the forms & articles are correct the certificate can be collocate can be collected over the counter by producing the payment receipt next day. 5. A company shall within thirty working days of its incorporation under this Act, give public notice ( in at least one issue of the Gazette ; and in at least one issue of a daily newspaper in the Sinhala, Tamil and English (three papers) languages) of its incorporation specifying 2 P age

3 - the name and company number - the address of the company s registered office The Subscribers should be Sri Lankan Citizens and if the Company issues shares to a foreign investor, it should be either get BOI approval or can be register without getting approval if it is not violating the limitations of Exchange Control Act (chapter 423 of CLE). When preparation of Articles for these, inclusion of Primary Objects are mandatory. Registration of a Limited Company All the steps above should be followed. Registration of a overseas companies in Sri Lanka Any company or body corporate incorporated outside Sri Lanka, whose business has been granted permission for the purposes of the Exchange Control Act, subject to the exclusions, limitations and conditions published in the Government Gazette No. 1232/14 of 19th April Every company that has established a place of business in conformity with 1 (a) or (b) above shall within one month from the date of establishment of its place of business within Sri Lanka, deliver to the Registrar for registration a certified copy of the charter, statutes or memorandum and articles of association of the company or other instrument constituting or defining the constitution of the company and where that instrument is not in the official language of Sri Lanka or in English, a translation of that instrument in such language as may be specified by the Registrar 2. a list of the directors of the company, containing such particulars with respect to the directors as are by this Act required to be contained with respect to directors in the register of directors of a company in the prescribed manner [FORM 45] 3. the names and addresses of one or more persons resident in Sri Lanka authorized to accept on behalf of the company, service of documents and of any notice required to be served on the company in the prescribed manner [FORM 46] 4. a statement containing the full address of the registered or principal office of the company in the country of origin and the principal place of business of the company within Sri Lanka; [FORM 44] 3 P age

4 5. a certified copy, certified of recent date, of any document affecting or evidencing the incorporation of the company 6. A valid Power of Attorney authenticated by the seal of the company authorizing the persons or person resident in Sri Lanka to act on behalf of the company. Registration of an Off-Shore Company in Sri Lanka 1. Any company or body corporate incorporated in Sri Lanka or under the laws of any foreign country may make an application to the ROC to be registered as an Off-Shore company and to be registered as an Off-Shore company and to be referred to as such. 2. Registrar of ROC being satisfied that; - winding up or liquidation of such company has not commenced - a receiver of the property has not been appointed; - there is no scheme or order in force suspending the rights of creditors; and - in the case of a company incorporated abroad, there is no legal impediment in the country of incorporation to the company engaging in the business of an Off-shore company; (A certificate from the registering authority or a reputed law firm in that country to that effect would be required). - the issue of the certificate of registration will not render defective any legal or other proceedings instituted or to be instituted by or against the company. 3. The issue of a certificate of registration will be subject to the above and the discretion of the Registrar that the registration will be in the national interest or in the interest of the national economy and any conditions that the Registrar may embody in the certificate. 4. An application for registration must have the following documents attached to it. - a certified copy of the charter, statutes or memorandum and articles of association of the company or other instrument constituting or defining the constitution of the company and where that instrument is not in the official language of Sri Lanka or in English, a translation of that instrument in such language as may be specified by the Registrar. 4 P age

5 - a list of the directors or those managing the affairs of the company, containing their full names, addresses, occupations and the offices they hold in the company.[form 45] - the names and addresses of one or more persons who are resident in and are citizens of Sri Lanka who is or are authorized to represent the company; [FORM 46] - statement containing the full address of - (i)the registered or principal office of the company in the country of incorporation;[form44]and (ii)the office of the company in Sri Lanka; [FORM 44]. (iii)a certified copy (certified of recent date) of the incorporation of the company. - A valid Power of Attorney (authenticated by the seal of the company if applicable) authorizing the persons or person resident in Sri Lanka to act on behalf of the company. Registration of a Licensee Company 1. Section 34(1); Where the Registrar is satisfied that an association about to be formed as a company limited by guarantee is to be formed for promoting commerce, art, science, religion, charity, sport, or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividends to it members (a) the Registrar may by licence direct that the association be registered as a company limited by guarantee, without the addition of the word Limited to the name; and (b) the association may be registered accordingly, and shall on registration enjoy all the privileges and subject to the provisions of this section, be subject to all the obligations of a limited company. 2. make an application for approval of the company name on the prescribed form together with the search fees payable. 3. Approval of a name is subject to the restrictions in section 7(1) and where applicable subject to the consent of the Minister as provided for in subsection (2). 5 P age

6 4. In the case of names requiring the Ministers consent applications for approval must be supported by a written request giving reasons for the use of any of the words listed in Section 2(a), (b), (c), or (d). 5. submit a draft of the proposed Articles of Association which set out the objects of the company and the amount which each member undertakes to contribute to the assets in the event the company is put into liquidation 6. On approval of the draft by the Registrar the applicants will be required to publish a notice in a national daily newspaper (on a given format) at their expense stating the objects and inviting objections, if any, to be forwarded to the Registrar before a given date not less than 3 weeks from the date of publication. 7. Acceptance of the application for registration will thereafter depend on whether or not objections have been received and subject to disposal of such objections. 8. The application for registration must be made on the prescribed form [FORM 5] together with the registration fees payable, to which must be attached : - 2 bound copies of the Articles of Association which should be typed or printed as specified in the regulations; - a consent under Section 203 on the prescribed form [FORM 18] from each of the initial directors to act as a director; and - a consent under Section 221 on the prescribed form [FORM 19] from the initial secretary to act as secretary of the company. 6 P age