Beneficial ownership regulations 2026: 2509/67 and 2511/47

Last verified against the primary sources on 22 October 2026.

Updated 22 October 2026: the Companies (Beneficial Ownership) Regulations, No. 1(II) of 2026 (Gazette 2511/47) replaced the doubling compounding charge with a penalty of Rs 1,000 a week from 22 October 2026, and changed two fees. The sections on the late charge, the worked example and the FAQ are rewritten.

The beneficial ownership regulations 2026 for Sri Lanka are the Companies (Beneficial Ownership) Regulations, No. 1(I) of 2026, in force from 9 October 2026 and numbered Gazette 2509/67 on the Registrar's copy. They replaced the March 2026 regulations. The Act gave existing companies until 30 September 2026 to report their beneficial owners on our count, and the Registrar extended that to 21 October 2026. Both dates have now passed. A company filing its Form BO 7 today is late. From 22 October 2026 the late penalty is Rs 1,000 for each week or part week of delay, under the Companies (Beneficial Ownership) Regulations, No. 1(II) of 2026 (Gazette 2511/47), which replaced the doubling compounding charge in the October set [13]. The section 130H(4) offence in the Act still applies.

A beneficial ownership filing runs on two clocks. One is in the Companies Act and only Parliament can move it. The other is set by the Registrar's notice.

Take a hypothetical engineering design consultancy, owned by four partners with 25 percent each, that has still not filed its Form BO 7. What does it file now, and what does the delay cost?

This page answers from the instruments themselves. For the definition, the look-through and the full list of forms, read our evergreen guide to beneficial ownership and the 10 percent test.

The beneficial ownership regulations 2026 are No. 1(I) of 2026, in force from 9 October

The new instrument is the Companies (Beneficial Ownership) Regulations, No. 1(I) of 2026. They were made by the Minister of Trade, Commerce, Food Security and Cooperative Development under section 527 of the Companies Act, No. 7 of 2007, read with sections 130A, 130C, 130D, 130H and 130I [1]. Regulation 1 says they "shall be in force with effect from October 09, 2026" [1].

The Department of the Registrar of Companies (DRC) posted a scanned copy on 14 October 2026 [2]. The top of page 1 carries a handwritten line: "Extraordinary Gazette No. 2509/67 dated 09.10.2026". The number 2509/67 returned no result in the documents.gov.lk index on 15 October 2026, and on 21 October 2026 we still could not retrieve it there [3]. So the number we use comes from the Registrar's copy, not the Government Printer. If the printed gazette differs when it appears, the printed text governs. On our reading, section 527(2) of the Companies Act brings regulations into operation on publication or a later date they specify, and section 527(3) requires them to go before Parliament for approval, which we have not seen [9]. Until the printed gazette is indexed, cite "Regulations No. 1(I) of 2026, Gazette 2509/67 as stated on the Registrar's copy" and keep a copy of the DRC page.

Regulation 11 rescinds the first set, the Companies (Beneficial Ownership) Regulations, No. 1 of 2026 in Gazette 2480/48 of 21 March 2026, "with effect from October 08, 2026 without prejudice to the activities completed during its validity period" [1] [4]. The parent law is unchanged: the Companies (Amendment) Act, No. 12 of 2025 inserted the beneficial ownership sections [5], and Gazette 2480/47 brought it into operation on 30 March 2026, the same day the first regulations took effect [6].

Instruments: Act No. 12 of 2025, ss.130A to 130J; Gazettes 2480/47 and 2480/48; Regulations No. 1(I) of 2026 (Gazette 2509/67) as amended by Regulations No. 1(II) of 2026 (Gazette 2511/47). Last verified: 22 October 2026.

Who it affects

Every company incorporated or registered under the Companies Act, and, under section 130A(10), offshore and overseas companies registered under it [5]. A beneficial owner is a natural person who "ultimately owns or controls" 10 percent or more, or exercises effective control (section 130J), and the authorised person must be "a natural person residing in Sri Lanka" (section 130C(1)) [5].

The regulations map the duties to eight forms in Schedule I [1]:

Two clocks: the Act said 30 September, the Registrar said 21 October

Here is the Parliament clock. Section 130H(1) says every existing company with beneficial owners on the date of operation shall forward their details "within six months from the date of operation" [5]. Six months from 30 March 2026 lands on 30 September 2026 on our count, which matches the Registrar's own notice of 16 September 2026: "DEADLINE: 30 SEPTEMBER 2026" [7].

There is a second statutory period that few people mention. Section 130H(3) says every company shall, "within thirty days from the date of operation", verify, report, record and notify the Registrar of its beneficial owners [5]. On our count that ran to about 29 April 2026. The new BO 7 form offers three boxes: "Pursuant to section 130 (H)(1)", "(H)(2)" and "(H)(3)" [1]. So the form covers both the six month duty and the thirty day duty, but it does not say which period a filer should treat as governing. We have found no Registrar guidance reconciling them.

Now the Registrar's clock. On 30 September 2026 the DRC posted: "The revised deadline for submission is 21st October 2026", adding that missing it "may result in the application of relevant provisions" [8]. That is an administrative date. It does not amend section 130H. It has also now passed: when we checked the DRC news page on 21 October 2026, the latest beneficial ownership post was the regulations themselves, posted on 14 October, and there was no further extension [12].

The 21 October date was administrative, and it has now passed

It was never in the Act. Which power did the Registrar use? The notice does not say. Section 484A, inserted by the same 2025 Act, lets the Registrar extend time where a company applies, with reasons, in respect of a notice under section 484 [5]. That is a company by company power, not a general extension for every company. We have found no section that lets the Registrar move a section 130H period for all companies by notice. That is an open point for the Registrar or a lawyer, not one we can settle.

Now that it has passed, a filing made after 21 October 2026 is late on both clocks. A filing made on or before it met the Registrar's date; we would expect the Registrar to treat it as compliant, but that is a reading of administrative practice, not a rule. Missing both dates does not remove the duty: regulation 6(1) still requires the BO 7, and on our reading the delay adds the charges below.

A late filer still files BO 5, then BO 7, and should do it now

On the regulations as posted, an existing company files BO 7 under regulation 6(1): it forwards, verifies, reports and notifies its beneficial owners' details "as at the date on which these regulations come into force" [1]. Regulation 6(1) states no period of its own. The DRC's guide for existing companies gives the online order: Form BO 05 for the authorised person, then Form BO 07, then payment, through the Beneficial Ownership System at bo.drc.gov.lk [10]. New companies file BO 1 and BO 5 through the same system [11], and a depository of a licensed stock exchange files its own BO 7 under regulation 6(2) [1].

Schedule II sets a fee of Rs 2,300 per listed form. As made on 9 October it set Rs 5,000 for a certified copy, which had been Rs 2,300 under the rescinded March regulations; from 22 October 2026 Regulations No. 1(II) of 2026 put the certified copy of any one of Forms BO 1 to BO 7 back to Rs 2,300 and add a new Rs 2,300 fee to search any one form, both "subject to applicable taxes" [13] [1] [4]. Schedule II's form numbers do not match Schedule I: it lists the authorised person notice as "RM BO 04" and the change of register location as "RMBO07", and it has no row for the BO 8 change notice. We read Rs 2,300 as the fee for each form, but the mismatch is the Registrar's to correct. Our company secretarial services team files these forms; if you are also changing secretary, see how to change your company secretary. For what the public can view, see a beneficial ownership search.

Checklist: documents needed

• Share register and a group chart with percentages at every level
• Full details of each beneficial owner: names, dates and places of birth, nationality, residence, addresses, NIC, TIN or passport number, contact details
• A statement of the nature and extent of each person's ownership or control
• Board resolution and consent for the authorised person, a natural person residing in Sri Lanka (Form BO 5)
• Any earlier BO filing made under Gazette 2480/48, with its acknowledgement
• Payment record and the acknowledgement for the BO 7 filing

A late BO 7 falls under section 130H(4), not section 130G

This is where earlier commentary went wrong, so we map each default to its own section.

Late or missing BO 7 for an existing company. Section 130H(4): a company that fails to comply with section 130H is liable on conviction to "a fine not exceeding fifty thousand rupees or to imprisonment of either description for a period not exceeding six months, or to both" [5]. On top, regulation 10 now charges a weekly penalty (see below).

The section 130A duties and false information. Section 130G(1) covers failure to comply with section 130A(1), (3), (4), (7) or (8), and knowingly giving false or withheld details: up to Rs 1 million, up to ten years, or both, with directors and officers deemed liable under section 130G(2) unless they show no knowledge or due diligence [5]. Section 130G(3) applies the same penalty to a shareholder, secretary or authorised person in breach of section 130A(2), 130A(3) or 130C. It is the wrong section to quote for a late BO 7.

Regulation 10 as first made (9 to 21 October 2026). Where any prescribed form "is not submitted within the period prescribed therefor, the default may be compounded upon payment of a compounding charge of one thousand rupees (Rs. 1,000/-) for the first week of delay, and, for each subsequent week of delay, an amount equal to twice the compounding charge payable for the immediately preceding week" [1]. The charge "shall continue to accrue for each week during which the default remains unrectified and shall not be subject to any maximum limit or ceiling", a part week counts as a full week, and payment is "without prejudice to any other penalty" [1].

Regulation 10 from 22 October 2026. The Companies (Beneficial Ownership) Regulations, No. 1(II) of 2026, published in Extraordinary Gazette No. 2511/47 of 21 October 2026, came into operation on 22 October 2026 [13] [14]. Regulation 3 replaces regulation 10 with these words: where a prescribed form "is not submitted within the period prescribed therefor, a penalty payment of one thousand rupees (Rs. 1,000/-) per week shall be charged and collected by the Registrar. Any part of a week during which the default continues shall be deemed to constitute a full week for the purpose of penalty charge" [13]. Three things changed. The charge is flat, not doubling. It is a penalty the Registrar "shall" charge, not an optional compounding of the default. And the old sentence keeping other penalties alive is gone, which on our reading changes nothing for section 130H(4), because a regulation cannot remove an offence the Act creates [5]. Regulation 2 also rescinds regulation 9, the transitional rule for state-owned companies whose beneficial owner is the Secretary to the Treasury, from the same date [13].

Worked example: filing on 4 November 2026 costs Rs 2,000 or Rs 5,000

Go back to the hypothetical consultancy and suppose it files its BO 7 on 4 November 2026. From 22 October 2026 every week costs the same Rs 1,000, so the question our earlier version of this article worked through, whether the doubling charge meant a running total or the last week alone, no longer arises for a filing made now [13].

One question is still not settled at source: when did the "period prescribed" end? Regulation 10 applies to forms required "under the Act or these Regulations", but regulation 6(1) sets no period, so the period must come from the Act (30 September 2026 on our count) or from the Registrar's extension (21 October 2026).

Day counts include both end dates. A second open point covers the weeks between 1 and 21 October, when the doubling rule was in force. Regulations No. 1(II) of 2026 replace regulation 10 without saying whether weeks before 22 October are charged under the old words; the "without prejudice" saving in their regulation 2 refers only to regulation 9 [13]. We read the new rate as the one that applies to a form filed from 22 October 2026, because it is the only charging rule then in force, but the eROC payment screen shows what the Registrar actually charges. Keep a copy of it.

There is one more open point. The old regulations were rescinded from 8 October 2026 and the new ones started on 9 October 2026, which on the words leaves 8 October uncovered. Regulation 11 preserves "the activities completed during its validity period", so a BO 7 filed before 8 October should stand. Whether a company that filed under the old regulations must file again "as at" 9 October under regulation 6(1) is not answered in the text. We think a valid earlier filing stands, but ask the Registrar before relying on it.

Common misreadings

1. "The deadline was 21 October 2026 under the Act." The Act says six months from 30 March 2026; 21 October was the Registrar's extension [5] [8].
2. "Both dates have passed, so there is nothing left to file." Regulation 6(1) still requires the BO 7; on our reading the delay adds the weekly penalty, it does not cancel the duty [1].
3. "A late BO 7 carries Rs 1 million and ten years." That is section 130G. A late section 130H filing falls under section 130H(4) [5].
4. "The late charge doubles every week." It did from 9 to 21 October 2026. From 22 October 2026 it is Rs 1,000 a week, with a part week counted as a full week [13].

What this means for you

If your company has not filed, both dates are behind you and every week or part week adds Rs 1,000, so the cheapest day to file is today.

1. If you have not filed, file Form BO 05 for the authorised person and then Form BO 7 on bo.drc.gov.lk now, keep the acknowledgement and the eROC payment screen, and expect a regulation 10 penalty of Rs 1,000 for each week from at least 22 October 2026.
2. Check your authorised person is a natural person residing in Sri Lanka (section 130C(1)), and cite Regulations No. 1(I) of 2026 as amended by No. 1(II) of 2026, not Gazette 2480/48, in your register.
3. Put the BO 4 on your annual return list; our annual filing checklist is a place to start.
4. Diarise fourteen working days for any change in a beneficial owner's details (BO 8) and twenty working days from every share issue or transfer (BO 2 or BO 3).
5. Ask the Registrar in writing if you filed BO 7 before 8 October 2026 and want confirmation that you need not file again.

For the wider amending Act behind these forms, see our piece on the Companies (Amendment) Act No. 12 of 2025; for foreign-owned companies, see beneficial ownership for foreign-owned companies. New companies file BO 1 and BO 5 at incorporation, covered in our company registration guide and handled by our registration team.

FAQ

Is the beneficial ownership deadline 30 September or 21 October 2026?

Both, on different clocks, and both have passed. Section 130H(1) gave existing companies six months from 30 March 2026, which is 30 September 2026 on our count. The Registrar then extended its own submission date to 21 October 2026 by a notice of 30 September. The notice did not amend the Act [5] [8].

What happens if we file BO 7 after 21 October 2026?

You still file it, and a late penalty applies. From 22 October 2026 regulation 10, as replaced by Regulations No. 1(II) of 2026 (Gazette 2511/47), charges Rs 1,000 for each week of delay, with a part week counted as a full week. Separately, section 130H(4) makes the failure an offence on conviction [13] [5].

What is the fine for a late BO 7 filing in Sri Lanka?

Up to Rs 50,000, up to six months' imprisonment, or both, on conviction under section 130H(4). That is the section for the transitional BO duty. The heavier section 130G penalty of up to Rs 1 million and ten years covers other failures, such as false details or not keeping the register [5].

We filed BO 7 before 8 October 2026. Do we need to file again?

On our reading, no, but confirm it with the Registrar. Regulation 11 rescinds the March 2026 regulations "without prejudice to the activities completed during its validity period", which should protect an earlier filing. The text does not say directly whether a company must refile "as at" 9 October under regulation 6(1) [1].

Where is Gazette 2509/67 on documents.gov.lk?

We have not been able to confirm it there. It was not in the index on 15 October 2026, and on 21 October 2026 our request to documents.gov.lk was refused. The number comes from a handwritten line on the Registrar's scanned copy posted on drc.gov.lk on 14 October 2026 [2] [3].

Talk to us. If your BO 7 is still outstanding, or you want us to check your beneficial owners and authorised person against the new regulations, book a consultation at our contact page.

WinCore Pvt Ltd

This article is general information on the law as at 22 October 2026 and is not advice on your company's filing.

References

1. Minister of Trade, Commerce, Food Security and Cooperative Development. Companies (Beneficial Ownership) Regulations, No. 1(I) of 2026, Extraordinary Gazette No. 2509/67 (09.10.2026, number handwritten on the Registrar's scanned copy), regs 1 to 11 and Schedules I and II. https://drive.google.com/file/d/1v3jBw9yrmEX3U1g-dvD_q_jtAq5lL5hH/view . Primary. Accessed 21 October 2026.
2. Department of the Registrar of Companies. Regulations made on 09/10/2026 by the Minister ... under sections 527 of the Companies Act (posted 14 October 2026). https://drc.gov.lk/en/?p=5001 . Primary. Accessed 21 October 2026.
3. Department of Government Printing. Extra Gazettes index, October 2026, search for "2509/67" (no result on 15 October 2026; not retrievable on 21 October 2026). https://documents.gov.lk/ . Primary. Accessed 21 October 2026.
4. Minister of Trade, Commerce, Food Security and Co-operative Development. Companies (Beneficial Ownership) Regulations, No. 1 of 2026, Gazette Extraordinary No. 2480/48 (21 March 2026), Schedule II. https://documents.gov.lk/api/content-file-proxy?file=/extra-gazette-content/2480-48_E_1784568050.pdf . Primary. Accessed 21 October 2026.
5. Parliament of Sri Lanka. Companies (Amendment) Act, No. 12 of 2025 (certified 4 August 2025), ss.130A, 130C, 130G, 130H, 130J and 484A. https://www.parliament.lk/uploads/acts/gbills/english/6389.pdf . Primary. Accessed 21 October 2026.
6. Minister of Trade, Commerce, Food Security and Co-operative Development. Order under section 1(2) of the Companies (Amendment) Act, No. 12 of 2025, Gazette Extraordinary No. 2480/47 (21 March 2026). https://documents.gov.lk/api/content-file-proxy?file=/extra-gazette-content/2480-47_E_1784568049.pdf . Primary. Accessed 21 October 2026.
7. Department of the Registrar of Companies. Important notice to all directors and secretaries: submission of beneficial ownership information (16 September 2026). https://drc.gov.lk/en/?p=4944 . Primary. Accessed 15 October 2026.
8. Department of the Registrar of Companies. Extension of deadline for submission of beneficial ownership information (30 September 2026). https://drc.gov.lk/en/?p=4955 . Primary. Accessed 15 October 2026; listed on the DRC news page on 21 October 2026.
9. Parliament of Sri Lanka. Companies Act, No. 7 of 2007, s.527(2) and (3). http://www.drc.gov.lk/en/wp-content/uploads/2018/04/Act-7-of-2007-English.pdf . Primary. Accessed 15 October 2026.
10. Department of the Registrar of Companies. Beneficial ownership submission guide for existing companies. https://drc.gov.lk/en/?page_id=4621 . Primary. Accessed 15 October 2026.
11. Department of the Registrar of Companies. Mandatory beneficial ownership submission for new company incorporations (31 March 2026). https://drc.gov.lk/en/?p=4678 . Primary. Accessed 15 October 2026.
12. Department of the Registrar of Companies. News (list of posts to 21 October 2026). https://drc.gov.lk/en/?page_id=9 . Primary. Accessed 21 October 2026.
13. Acting Minister of Trade, Commerce, Food Security and Cooperative Development. Companies (Beneficial Ownership) Regulations, No. 1(II) of 2026, Extraordinary Gazette No. 2511/47 (21.10.2026, number handwritten on the Registrar's scanned copy), regs 1 to 4 and Schedule I. https://drive.google.com/file/d/1zQMPo8yAMzOb6PH4rzVxxEcoLN_S6Kc2/view . Primary. Accessed 22 October 2026.
14. Department of the Registrar of Companies. New Beneficial Ownership Regulations: Extraordinary Gazette No. 2511/47 dated 21.10.2026 (posted 22 October 2026). https://drc.gov.lk/en/?p=5007 . Primary. Accessed 22 October 2026.