A practical guide to incorporating a private limited company in Sri Lanka from overseas — structures, the online eROC process, company secretary and registered office requirements, and what comes next.
Setting up a company is usually the first concrete step for a foreign investor in Sri Lanka. The good news is that the process has been modernised: incorporation now runs online, and in most sectors a foreign investor can own 100% of the company. This guide walks through the options and the steps.
Choosing a structure
Most foreign investors use one of two structures under the Companies Act, No. 7 of 2007:
- Private limited company — a Sri Lankan company, owned wholly or partly by foreign shareholders. This is the most common and flexible option, and the one required for BOI registration.
- Overseas company (branch) — registration of your existing foreign company so that it can do business in Sri Lanka directly. It is simpler to set up, but the parent company is directly exposed to Sri Lankan liabilities, and it is not suitable for every activity.
For most projects that involve hiring staff, holding assets or applying for incentives, a private limited company is the better choice.
Can foreigners own 100%?
In most sectors, yes. Some sectors are excluded or capped. For example, pawnbroking and coastal fishing are closed to foreign investment, and a list of sectors — including tea, rubber and coconut growing, mass communication, education, freight forwarding and travel agencies — is limited to 40% foreign ownership unless BOI approval is obtained. Check your activity against the current list before you incorporate. We explain these rules in our article on joint ventures and foreign ownership limits.
What you will need
- At least one director — foreign directors are permitted
- A company secretary — a Sri Lankan resident individual or firm qualified to act as company secretary
- A registered office address in Sri Lanka
- Articles of Association
- Certified passport copies and proof of address for directors and shareholders, certified in your home country if you are overseas
- A company name that has been checked and approved
The process step by step
- Name search and reservation. The proposed name is checked and reserved with the Department of the Registrar of Companies.
- Prepare the documents. Your company secretary prepares the incorporation forms and Articles, and collects signed consents from directors and the secretary.
- File online through eROC. Incorporation is filed through the Registrar's online portal. Directors and shareholders can sign electronically from overseas.
- Receive the certificate of incorporation. The company then exists as a legal entity.
- Post-incorporation steps. These include registering for tax with the Inland Revenue Department, opening bank accounts — including an Inward Investment Account to bring in capital — and, where relevant, applying to the BOI or sector regulators.
Timing depends mostly on how quickly documents are certified and returned from overseas. Having certified passport copies ready before you start saves days.
Company first, or BOI first?
If you plan to seek BOI approval under Section 17, the order matters: the BOI clears the company's Articles of Association before incorporation. Plan the BOI application and the incorporation together rather than one after the other. Our guide to BOI approvals covers this in detail.
Ongoing obligations
Once registered, the company must:
- keep statutory registers and minutes
- file annual returns with the Registrar
- prepare audited financial statements
- file tax returns
A good company secretary keeps this on track.
How Arwa Lanka helps
We coordinate incorporation from start to finish: structure advice, the name, documents, the company secretary, the registered office, bank accounts and any BOI or sector approvals. You can complete the whole process without travelling to Sri Lanka. Talk to us about your plans.
This article is general information and not legal advice. Requirements change; confirm the current position before acting.
Sources: Lex Mundi — Foreign investment restrictions guide: Sri Lanka · Board of Investment of Sri Lanka — New Investor guide