Insights for Sri Lankan decision makers

Company compliance guides for Sri Lanka

Directors, company secretaries, AGMs, annual returns, beneficial ownership, labour law and data protection: the duties a Sri Lankan company carries after registration.

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Rows of ring binders on a white shelf, for a post on the catch-up order for late annual returns and beneficial ownership forms in Sri Lanka

ComplianceNovember 14, 202611 min read

Late annual return Sri Lanka: the order to catch up on filings

A late annual return rarely stands alone. Fix the officers, file beneficial ownership at once, then each overdue return with its AGM, then tax.

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Latest articles

A magnifying glass beside a calculator on a grey surface, for a post on whether a private company in Sri Lanka needs an audit

Compliance13 min read

Does a private company need an audit in Sri Lanka? Yes, in practice

Every company must appoint an auditor at each AGM. What the one-off first-auditor resolution allows, and what the IRD expects with the return.

November 13, 2026Company secretarial services

A fountain pen lying on a closed navy leather folder on a polished wooden desk, for a post on changing a company's articles of association in Sri Lanka

Compliance12 min read

Change articles of association Sri Lanka: the steps and filing

Change a company's articles by special resolution or written resolution, then file the full text with the Registrar within ten working days.

November 11, 2026Company secretarial services

An empty boardroom with a long conference table and black chairs beside tall windows, for a post on appointing a director of a Sri Lankan company

Compliance11 min read

Appoint director Sri Lanka: Form 18 consent and Form 20 filing

Appoint a director in Sri Lanka: the Form 18 consent, who may appoint, the twenty-working-day Form 20 deadline, the registers and the IRD record.

November 10, 2026Company secretarial services

Timeline of a hypothetical private company's first three years and annual filing points

Compliance15 min read

Company secretarial requirements Sri Lanka: the filing map

A private company map from incorporation to closure, with annual filings, ownership updates, event notices and their source rules.

November 9, 2026Company secretarial services

A rolled sheet of blank paper tied with twine and sealed with red wax, with a brass seal stamp on a wooden table, for a post on issuing new shares in a Sri Lankan private company

Compliance12 min read

Issue of shares Sri Lanka Form 6: resolution, notice, BO 2

Issue new shares under the Companies Act: the board resolution, pre-emption, the twenty-working-day Form 6 and BO 2 deadlines, and stamp duty.

November 9, 2026Company secretarial services

Companies Act sections 73 to 76 with the opening of section 73 and the two month refusal period in section 76(1) highlighted

Compliance14 min read

Share transfer Sri Lanka: how to transfer shares in a private company

The steps to move shares between two people in a private company, from the instrument and the board to TIN certificates, BO 3 and the seller's gains tax.

November 9, 2026Company secretarial services

A stack of leather-bound books with gilt spines beside a dark wooden wall, for a post on the statutory registers a Sri Lankan company must keep

Compliance13 min read

Statutory registers Sri Lanka: what a company must keep

Which registers a Sri Lankan company must keep, where they may be kept, who can inspect them, how long to keep them and the ten-working-day notices.

November 9, 2026Company secretarial services

EPF Act section 10(2), employer liable for twelve per centum by the last day of the succeeding month

Compliance13 min read

What an employer keeps when HR is outsourced in Sri Lanka

An outside HR team can recruit, draft and monitor. The Acts still name you for EPF, ETF, termination, gratuity and, from 2027, the data contract.

November 4, 2026Company secretarial services

A small house model and a pen on a clipboard, for a post on the Trusts Amendment Bill that would make Sri Lankan family trusts register

Compliance13 min read

Trusts (Amendment) Bill Sri Lanka: trust registration proposed

A Bill read in Parliament on 21 October 2026 would make trustees register family and will trusts, renew every five years and keep records for six years.

October 30, 2026Company secretarial services

Companies Amendment Act 2025 section 130A(10) and section 130C(1) highlighted

Compliance12 min read

Nominee shareholder Sri Lanka: beneficial ownership for foreigners

Why a local nominee cannot hide a foreign owner under the 2025 rules, what foreign-owned companies file, and our own no-nominee practice.

October 22, 2026Company secretarial services

Page 1 of the Registrar's scanned copy of the Companies (Beneficial Ownership) Regulations No. 1(I) of 2026, with the handwritten gazette number 2509/67, regulation 1 and regulation 6(1) highlighted

Compliance13 min read

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

The October 2026 BO regulations replaced the March set, and from 22 October a late form costs Rs 1,000 a week. What a late BO 7 filing now costs.

October 21, 2026Company secretarial services

Compliance13 min read
Does a private company need an audit in Sri Lanka? Yes, in practice
Every company must appoint an auditor at each AGM. What the one-off first-auditor resolution allows, and what the IRD expects with the return.
November 13, 2026Company secretarial services
Compliance12 min read
Change articles of association Sri Lanka: the steps and filing
Change a company's articles by special resolution or written resolution, then file the full text with the Registrar within ten working days.
November 11, 2026Company secretarial services
Compliance11 min read
Appoint director Sri Lanka: Form 18 consent and Form 20 filing
Appoint a director in Sri Lanka: the Form 18 consent, who may appoint, the twenty-working-day Form 20 deadline, the registers and the IRD record.
November 10, 2026Company secretarial services
Compliance15 min read
Company secretarial requirements Sri Lanka: the filing map
A private company map from incorporation to closure, with annual filings, ownership updates, event notices and their source rules.
November 9, 2026Company secretarial services
Compliance12 min read
Issue of shares Sri Lanka Form 6: resolution, notice, BO 2
Issue new shares under the Companies Act: the board resolution, pre-emption, the twenty-working-day Form 6 and BO 2 deadlines, and stamp duty.
November 9, 2026Company secretarial services
Compliance14 min read
Share transfer Sri Lanka: how to transfer shares in a private company
The steps to move shares between two people in a private company, from the instrument and the board to TIN certificates, BO 3 and the seller's gains tax.
November 9, 2026Company secretarial services
Compliance13 min read
Statutory registers Sri Lanka: what a company must keep
Which registers a Sri Lankan company must keep, where they may be kept, who can inspect them, how long to keep them and the ten-working-day notices.
November 9, 2026Company secretarial services
Compliance13 min read
What an employer keeps when HR is outsourced in Sri Lanka
An outside HR team can recruit, draft and monitor. The Acts still name you for EPF, ETF, termination, gratuity and, from 2027, the data contract.
November 4, 2026Company secretarial services
Compliance13 min read
Trusts (Amendment) Bill Sri Lanka: trust registration proposed
A Bill read in Parliament on 21 October 2026 would make trustees register family and will trusts, renew every five years and keep records for six years.
October 30, 2026Company secretarial services
Compliance12 min read
Nominee shareholder Sri Lanka: beneficial ownership for foreigners
Why a local nominee cannot hide a foreign owner under the 2025 rules, what foreign-owned companies file, and our own no-nominee practice.
October 22, 2026Company secretarial services
Compliance13 min read
Beneficial ownership regulations 2026: 2509/67 and 2511/47
The October 2026 BO regulations replaced the March set, and from 22 October a late form costs Rs 1,000 a week. What a late BO 7 filing now costs.
October 21, 2026Company secretarial services

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Meet the advisory team behind every article

Chartered professionals who translate regulations into practical guidance for Sri Lankan organisations.

Kavindu Perera

Head of Accounting & Compliance

ICASL-qualified specialist in statutory accounting, RAMIS filings, and IFRS reporting for Sri Lankan businesses.

Dilrukshi Jayawardena

Head of Payroll & Labour Compliance

CIMA-certified payroll specialist focused on EPF/ETF governance, APIT workflows, and labour-compliance operations.

Thilina Rodrigo

Head of BPO & Virtual CFO Services

Leads BPO pod strategy, cash-flow modelling, and board-level reporting for growth-stage and regional teams.