Change company name Sri Lanka: approval, restricted words, steps

To change a company name in Sri Lanka, the company needs the Registrar's prior written approval of the new name and a special resolution of its shareholders (Companies Act, No. 07 of 2007, s.8(1)). It must then give the Registrar notice within ten working days and publish a public notice within twenty working days (ss.8(2) and 9(2)). Since 6 July 2026 the name approval fee is Rs 2,600 before VAT, Rs 3,068 with VAT at 18 percent (Gazette 2496/03) [1] [2].

A founder wants to rebrand the company. Another wants "Sri Lanka Kite Works" for a new venture. A third finds a competitor registered a name one letter away from theirs. All three are answered by sections 6 to 12 of the Act. This article reads those sections and keeps the Act's rules apart from the Registrar's administrative practice. For a first screen of a new name, use our company name check tool; our guide to the company name check covers the search itself. For the screens in order, see how to reserve a company name on eROC.

Every name must end in the words for its type

Section 6 fixes the last words [1]:

When status changes, s.11 treats the company as having resolved to change its name to match. For example, it drops "(Private)" when it ceases to be a private company (s.11(1)). The company must then give public notice and send a copy to the Registrar within twenty working days. That period was ten working days until the Companies (Amendment) Act, No. 12 of 2025 (s.3) took effect on 30 March 2026; our article on Act No. 12 of 2025 lists the other changes [1] [5].

Identical, misleading and Chamber of Commerce names are refused

Section 7(1) bars a name that [1]:

• "(a) is identical with the name of any other company or of any registered overseas company";
• (b) contains "Chamber of Commerce", unless the company is licensed under s.34 to omit "Limited"; or
• "(c) is in the opinion of the Registrar, misleading."

What counts as identical

Section 7(3) lists what is ignored when comparing names [1]:

• "the", as the first word;
• endings such as "company", "and company", "limited", "(Private) limited", "Public Limited Company", and the s.6 abbreviations;
• "type and case of letters, accents, spaces between letters and punctuation marks";
• "and" or "&".

So "The Blue Leaf (Pvt) Ltd" and "BLUE-LEAF & Company Limited" are, on our reading of s.7(3), identical for s.7(1)(a). "Blue Leaf Tech (Pvt) Ltd" is not identical. Whether it is "misleading" or "so similar" is a different test, covered below.

Words such as National and Sri Lanka need the Minister's consent

Section 7(2) requires "the consent of the Minister given having regard to the national interest" for names containing [1]:

• (a) "President", "Presidential" or words suggesting presidential patronage or a connection with the Government;
• (b) "Municipal", "incorporated" or words suggesting a link with a local authority or a body incorporated by Act of Parliament;
• (c) "Co-operative" or "Society";
• (d) "National", "State" or "Sri Lanka", or words suggesting a connection with the Government.

Two points people miss. First, the words in (a), (b) and (d) are examples. "Other words which in the opinion of the Registrar suggest" a government connection are caught too. Second, "Sri Lanka" is on the list. A foreign group naming its subsidiary "[Brand] Sri Lanka (Pvt) Ltd" needs Ministerial consent under s.7(2)(d). On our reading, that applies even though the name is common. How the Registrar handles such applications in practice, including any standard approach for "Lanka" alone, is not in the Act. We list it as open.

A rival has three months to object to a similar name

Section 10(1) lets the Registrar direct a company to change its name [1]:

• (a) where it was registered with a name that contravenes s.6;
• (b) on a request by another company or registered overseas company "within three months of the company giving public notice of the name objected to under section 9", where the name is "so similar to the name of the requesting company that it is likely to cause confusion", and the requester had its name first;
• (c) on a request by "any person", where the Registrar "is satisfied that the name was not applied for in good faith for the purpose of identifying the company".

The company must comply "within a period of six weeks from the date of the issue of such direction, or such longer period as the Registrar may in his discretion permit" (s.10(2)) [1].

If a competitor registers a confusingly similar name, the clock for a s.10(1)(b) objection runs from their public notice. After three months, (b) is closed. Only (c), bad faith, remains, and it is harder to prove. Watching new company notices in your sector is practice, not a legal duty, but it is the only way to use the window.

How to change a company name in Sri Lanka: approval first

Section 8 sets the statutory steps [1]:

1. Registrar's approval. "A company may change its name by special resolution with the prior approval in writing of the Registrar" (s.8(1)).
2. Special resolution. Under s.143(1), passed "by a majority of seventy-five per centum of those shareholders entitled to vote and voting", at a meeting with at least fifteen working days' notice. A shorter notice is possible if shareholders with at least 85 per cent of the voting rights agree [1].
3. Notice to the Registrar. "Within ten working days of the change, give notice of the change to the Registrar in the prescribed form" (s.8(2)).
4. Fresh certificate. The Registrar enters the new name and issues "a fresh certificate of incorporation" (s.8(3)).
5. Public notice. "Within twenty working days of such change", stating the former name, company number, registered office and new name (s.9(2)).

On our reading, "prior approval" means the Registrar approves the name before the change is made. In practice, the name is approved first and the resolution is then passed on that name. The Act does not say whether the resolution may come first, conditional on approval. The Registrar's Download Forms page lists a "Notice of Change of Name" form for the s.8(2) notice [6]. We have not logged in to eROC, so we do not describe its screens; the diagram below shows the statutory order only. For the request on eROC, see how to ask the Registrar for prior approval.

Section 8(4) is the reassurance: the change "shall not affect any rights or obligations of the company, or render ineffective any legal proceedings by or against the company" [1]. Contracts, licences and debts continue under the new name.

The fee

The Companies (Fees) Order in Gazette 2496/03, in force from 6 July 2026, lists item 8, "For approval of a name of a company", at Rs 2,600, and every amount in its schedule is stated "excluding VAT" [2]. At the 18 percent standard rate that is Rs 3,068. The Order has no item named "change of name". On our reading, the s.8(2) notice is a document delivered to the Registrar under item 7, also Rs 2,600 before VAT, so a change of name costs about Rs 5,200 before VAT, or Rs 6,136 with it. Check the eROC payment screen before paying. Our article on Gazette 2496/03 covers the whole schedule.

The Act sets no expiry for a name approval

The Act sets no period for which a name approval or reservation stays valid. Several secondary guides say a reservation made through eROC is valid for three months [4]. We did not find that period on a primary Registrar page or in the Act, and we did not log in to eROC to check. Treat three months as reported practice and plan to file within it, but confirm with the Registrar's Name Approval Division [3] before relying on it. This matches what our guide to registering a company says for new incorporations. To view a company's filings yourself, see a company file search on eROC.

When updating the bank after a name change, check which corporate documents need certified copies.

After the change, every document must carry the new name

Section 12(1) requires the name and company number on business letters, notices, cheques, invoices, receipts, documents creating legal obligations and the seal. Section 12(2) requires them at the registered office [1]. Changing the name means changing all of them.

Section 12(4) adds personal exposure. Where a document creating a legal obligation does not correctly state the name and number, "every person who issued or signed the document will be liable to the same extent as the company if the company fails to discharge the obligation", subject to stated defences [1].

Beyond the Act, update the name with your bank, the Inland Revenue Department, the EPF and ETF, and any licensing authority. Each has its own process, which is administrative and not covered here.

Each missed step carries its own fine

A hypothetical rebrand

A Kurunegala hardware retailer, "Blue Leaf Hardware (Pvt) Ltd", rebrands as "Leafline (Pvt) Ltd". It searches the register and finds no identical name under s.7(3). It obtains the Registrar's written approval, holds a general meeting on fifteen working days' notice, and passes the special resolution. It files the notice of change within ten working days. It receives the fresh certificate and publishes the public notice within twenty working days. It then changes its letterhead, invoices and shop signboard. Its existing supplier contracts carry on unchanged under s.8(4).

What this means for you

Check the s.6 ending, the s.7(3) identical test and the s.7(2) restricted list before you apply. If your name includes "Sri Lanka" or "National", expect a Ministerial consent step. For a change of name, get approval first, pass the special resolution, then diary two deadlines: ten working days for the Registrar notice, twenty for the public notice. If a rival's name is too close to yours, act within three months of their public notice. If you want the approval, resolution and notices handled as one job, that is part of our corporate secretarial services; for a new company, our registration services cover the first name approval.

Checklist: documents needed

• Name search results and two or three alternative names (practice)
• Registrar's written approval of the new name (s.8(1))
• Notice of general meeting, with 15 working days' notice (s.143)
• Signed special resolution
• Notice of change of name in the prescribed form (s.8(2))
• Public notice text and proof of publication (s.9(2))
• Fresh certificate of incorporation (s.8(3))
• Ministerial consent, if the name has a s.7(2) word

FAQ

Can we use "Lanka" in our company name?

Possibly, but expect questions. Section 7(2)(d) lists "Sri Lanka", "National" and "State" and also catches "other words" that in the Registrar's opinion suggest a connection with the Government. "Lanka" alone is not named, so whether it needs the Minister's consent is the Registrar's call. Ask the Name Approval Division before you print anything.

How do you change a company name in Sri Lanka?

Get the Registrar's written approval of the new name, then pass a special resolution of shareholders (s.8(1)). Give the Registrar notice in the prescribed form within ten working days of the change and publish a public notice within twenty working days (ss.8(2) and 9(2)). The Registrar then issues a fresh certificate of incorporation (s.8(3)).

Does changing our name change our company number?

On our reading, no. Section 8(3) says the fresh certificate is "altered to indicate" the change of name, and the s.9(2) public notice must state "the company number" alongside the former and new names. Both assume the number carries across. Update your letterhead and invoices with the new name next to the same number (s.12).

Do we need to re-sign our contracts after a name change?

No. Section 8(4) says the change "shall not affect any rights or obligations of the company, or render ineffective any legal proceedings by or against the company". Existing contracts, debts and court cases carry on under the new name. Writing to customers, suppliers and your bank is good practice, not a legal requirement.

Can the Registrar force a company to change its name?

Yes, in three cases under s.10(1): a name that breaks the s.6 ending rule, a confusingly similar name objected to by an older company within three months of the public notice, or a name not applied for in good faith. The company then has six weeks, or longer if the Registrar allows (s.10(2)).

Open points

• Validity period of a reservation. Three months is reported by secondary guides only; not confirmed on a primary Registrar source.
• Order of approval and resolution. The Act says "prior approval"; whether a conditional resolution before approval is accepted is administrative.
• "Lanka" and similar words. The Registrar's approach under s.7(2) "other words" is not published in what we read.
• eROC steps. We did not log in; the diagram shows the statutory order only.
• Written resolutions. Whether the special resolution may be passed in writing instead of at a meeting depends on provisions we did not read for this article.

Last verified: 22 October 2026. We re-read Companies Act ss.6, 7(1)(b), 7(2), 8 to 12 and 143 (Parliament text), the Companies (Amendment) Act No. 12 of 2025 (s.3, amending s.11(5)) and the Gazette 2496/03 schedule (items 7 and 8) on 22 October 2026.

The short version. Names must carry the right ending, must not be identical (ignoring the s.7(3) words) or misleading, and need Ministerial consent for words such as "National" or "Sri Lanka". To change a name: Registrar approval, special resolution, Registrar notice in ten working days, public notice in twenty. Rights and contracts carry on.

This article is general information, not advice for your specific situation.

Talk to us. If you are planning a rebrand and want the name cleared, the resolution drafted and both notices filed on time, our contact page.

WinCore Pvt Ltd

References

1. Parliament of Sri Lanka. Companies Act, No. 07 of 2007, ss.6 to 12 and 143. https://www.parliament.lk/uploads/acts/gbills/english/3776.pdf . Primary. Accessed 22 October 2026.
2. Government of Sri Lanka. Gazette Extraordinary No. 2496/03, Companies (Fees) Order, item 8. https://documents.gov.lk/api/content-file-proxy?file=/extra-gazette-content/2496-03_E_1786417202.pdf . Primary. Accessed 22 October 2026.
3. Department of the Registrar of Companies. e-ROC Support Services (Name Approval Division contact). https://drc.gov.lk/en/?page_id=2604 . Administrative. Accessed 20 October 2026.
4. Velox Legal. Incorporating a Private Limited Company in Sri Lanka (A Simple Guide). https://veloxlegal.com/incorporating-a-private-limited-company-in-sri-lanka-a-simple-guide/ . Secondary. Accessed 20 October 2026.
5. Parliament of Sri Lanka. Companies (Amendment) Act, No. 12 of 2025, s.3 (amending s.11(5)). https://www.parliament.lk/uploads/acts/gbills/english/6389.pdf . Primary. Accessed 22 October 2026.
6. Department of the Registrar of Companies. Download Forms ("Notice of Change of Name" form). https://drc.gov.lk/en/?page_id=1998 . Administrative. Search result read 22 October 2026.