How to choose a company secretary in Sri Lanka: retainers and checks

Last verified against the primary sources on 22 October 2026.

How to choose a company secretary in Sri Lanka starts with one rule. Every company must have a secretary (Companies Act, No. 7 of 2007, s.221(1)), and under the Companies (Secretaries) Regulations, No. 1 of 2023 (Gazette Extraordinary No. 2323/41 of 17 March 2023), a company with stated capital of Rs 500,000 or more or turnover of Rs 1 million or more needs a secretary who holds a Certificate of Practice issued by the Registrar of Companies. An individual must also be a Sri Lankan citizen and an Attorney-at-Law or a member of a listed professional body. Any act "required by law to be performed by a secretary to a company" that is done by someone without a valid Certificate of Practice "shall be invalid" (reg. 14). So the first check is legal, and only then does the price comparison matter. For how a secretary registers, see company secretary registration on eROC.

Most small companies buy this service from an outside firm on an annual retainer. This piece sets out what the law requires of the secretary, what a retainer should cover, how to compare quotes like for like, and how to check that the firm is entitled to act. It names no provider and quotes no market prices.

How to choose a company secretary in Sri Lanka: the law decides who qualifies

Section 221(2) says no person shall be appointed unless they have, "in the prescribed form", consented and "certified that such person has such qualifications as may be prescribed in relation that company, under section 222" [1]. Section 222 leaves the qualifications to regulations for companies above a prescribed turnover or stated capital [1]. The board appoints and removes the secretary unless the articles say otherwise (s.221(4)) [1].

The 2023 Regulations fill that in [3]:

Two more rules matter when you choose. A person who has been removed from the Registrar's register, or who no longer meets reg. 3(1), is disqualified (reg. 4(1)). And "Where a person, a body corporate, or a firm. Acts as an Auditor, such person, such body corporate, a director and an employee of such body corporate or a member of such firm shall not act as a secretary of a company" (reg. 4(2), as printed) [3]. The text is not limited to the company audited, so ask any firm that also audits how it complies.

The Registrar's own website refers to Gazette 2323/41 as the instrument "relating to the registration of company secretaries" [2].

Check that the secretary or firm is real before you compare prices

These checks are our practice, built from the regulations:

• Ask for the Certificate of Practice of the individual, or of the director or partners who hold it for a firm. Certificates are issued by the Registrar under regs 5 and 6. Under reg. 7 a certificate runs to 31 December of the following year, with renewal by 1 November (reg. 9), but the Registrar's notice re-posted on 30 December 2025 says certificates issued under the 2023 Regulations remain valid "until further notice" [3] [4].
• Check the Registrar's published list. The Registrar keeps a register of certificate holders (reg. 10) and must publish a list in the Gazette and on its website by 31 March each year (reg. 13) [3].
• For a firm, check its own registration. Search the company on the Registrar's eROC search, or ask for the business registration certificate of a sole proprietorship or partnership, and confirm it names secretarial practice (reg. 3(2), 3(3)).
• Check the consent filed for your company. The secretary's Form 19 consent under s.221(2) should be on the Registrar's file in the same name.
• Ask who holds your records. Section 116 requires the company to keep its minutes and registers at its registered office, or elsewhere with notice to the Registrar. Ask for scans of each register.
• Pay into a business account in the firm's name and ask for an invoice that names your company.

Be wary of a provider who cannot show a certificate, a registered business, or past filings in your company's name. If a check fails after appointment, our guides on changing your company secretary and on what to do when the outgoing company secretary will not sign cover the switch.

A retainer is worth what it covers of the company's duties

The Act puts most duties on the company, and the secretary usually performs them. On our reading, judge a retainer against this list:

Registers and minutes. The company keeps at its registered office, among other things, ten years of shareholder and board minutes and resolutions (s.116(1)) and the register of directors and secretaries (s.223(1)) [1].

Changes of directors and secretary. Notice of "a change in the directors or the secretary" goes to the Registrar within twenty working days (s.223(2), (3)); the fine is up to Rs 100,000 for the company and Rs 50,000 for each officer in default (s.223(4)) [1].

Annual return and AGM. Form 15 and the AGM timetable; see our guide to Form 15 annual return filing and our annual return filing page.

Beneficial ownership. The register, the authorised person and the BO forms; our guide to the 10 percent beneficial ownership test explains them. Ask whether BO filings are in the retainer or charged per filing.

Government fees. Registrar fees are separate from the secretary's fee, so ask whether a quote includes them; our guide to ROC government fees lists them.

Where the retainer includes an address, confirm what a registered-office service must provide rather than treating it as mail forwarding alone.

Compare quotes against your expected year, not the retainer figure

Quotes differ in five ways:

1. What the annual fee includes: registers, one AGM or written resolution, the annual return, a set number of board resolutions.
2. What is charged per event: director or secretary changes, share issues or transfers, address changes, beneficial ownership updates, certified copies.
3. Whether government fees are included or passed on.
4. Response time and who does the work: a named certificate holder, or a team.
5. Who keeps the registers and minute books, and how you get them back if you leave.

Write down your expected year first, then price each quote against it. The illustration below uses fee units rather than rupees, so the arithmetic is the point, not the numbers.

Expected year: annual return and AGM, six board resolutions, one change of director, one BO update. Our arithmetic, before government fees and taxes:

• Quote A: 100 + (2 x 5) = 110 units.
• Quote B: 60 + 15 + (6 x 8) + 12 + 12 = 147 units.

The lower retainer is the higher cost for this year. In a quiet year (annual return and AGM only), Quote B costs 75 units and Quote A 100. The right answer depends on the year, which is why you write it down first. Our annual filing checklist helps build that list.

What this means for you

Check the law before the price: a Certificate of Practice holder, and for a firm, the reg. 3 conditions. Then compare quotes against a written expected year, and make sure the registers stay with your company. If you want one firm to keep the registers, file the returns and handle director changes, our company secretarial services are built around that list.

Checklist: documents needed

• Engagement letter listing included services and per-event charges
• The secretary's Certificate of Practice, or the certificate holder's details for a firm
• Extract from the Registrar's published list of certificate holders
• The firm's company or business registration showing secretarial practice
• The Form 19 consent filed for your company
• Scans of your registers and minute books, and where the originals are kept
• Your written expected-year profile used to compare quotes

FAQ

Does a small company need a qualified secretary?

Yes, once its stated capital reaches Rs 500,000 or its annual turnover reaches Rs 1 million. Regulation 2 of the Companies (Secretaries) Regulations, No. 1 of 2023 applies the qualification rules from those amounts. Below both, the company still needs a secretary under s.221(1), but the regulations do not set the qualifications.

Can a company or firm be our company secretary?

Yes, if it meets regulation 3 of the 2023 Regulations. A company must be incorporated in Sri Lanka, say in its articles that it practises company secretarial work, be majority owned by Sri Lankan citizens and have a director with a Certificate of Practice. A partnership needs every partner to hold one.

Can our auditor also be our company secretary?

No, on the text of regulation 4(2). It says that where a person, a body corporate or a firm acts as an auditor, that person, that body corporate and its directors and employees, or the members of that firm, shall not act as a secretary of a company. For a firm the bar names its members, not its employees. The wording is not limited to the company audited, so ask any firm offering both how it complies.

How do I check a company secretary is registered?

Ask for the Certificate of Practice and check the name against the Registrar's published list. Regulation 13 requires the Registrar to publish a list of certificate holders by 31 March each year. For a firm, also check its own incorporation or business registration and that it names company secretarial practice.

Are Registrar fees part of a secretarial retainer?

It depends on the quote, so ask. Registrar fees are government charges under the Companies fees Gazette, separate from the secretary's own fee. Some firms include them and others pass them on, which changes the comparison. Price every quote on the same basis, against the same expected year of filings.

Open points

• Amending Gazette No. 2354/12 (17 October 2023) to the 2023 Regulations is reported in secondary sources; we have not read its text.
• A Registrar list of secretaries for 2025 seen in earlier research was headed as made under the 1987 regulations, which reg. 15 of the 2023 Regulations rescinded. We have not resolved why.
• Whether reg. 4(2) is read by the Registrar as limited to the company audited: no notice located.

The short version

Every company needs a secretary; above Rs 500,000 of stated capital or Rs 1 million of turnover, one who holds a Certificate of Practice and meets reg. 3. Check the certificate and the Registrar's list first. Then price quotes against your expected year, and keep the registers with the company.

Talk to us. If you are comparing secretarial quotes and want the scope checked line by line, contact us at our contact page.

WinCore Pvt Ltd

This article is general information on the law and published procedures as at 22 October 2026 and is not advice on your specific situation.

References

1. Parliament of Sri Lanka. Companies Act, No. 7 of 2007, ss.116, 221, 222 and 223. https://www.parliament.lk/uploads/acts/gbills/english/3776.pdf . Primary. Accessed 21 October 2026 (ss.221 and 222 by capture; full text not re-fetched on 22 October 2026; not amended by Act No. 12 of 2025, checked 22 October 2026).
2. Department of the Registrar of Companies. Syllabus of the course of Continued Professional Development (CPD) for Company Secretaries. https://drc.gov.lk/en/?p=4311 . Primary (administrative). Accessed 21 October 2026.
3. Minister of Industries. Companies (Secretaries) Regulations, No. 1 of 2023, Gazette Extraordinary No. 2323/41 (17 March 2023), regs. 2 to 7, 9, 10, 13 to 15. Government Printer's copy hosted by the Institute of Chartered Corporate Secretaries of Sri Lanka: https://iccslk.org/en/wp-content/uploads/2024/07/ROC-Gazette-17-March-2023.pdf . Primary (Gazette text; documents.gov.lk copy not located on 22 October 2026). Accessed 22 October 2026.
4. Department of the Registrar of Companies. Notice: No impediment to acting as a company secretary until further notice (re-posted 30 December 2025). https://drc.gov.lk/en/?p=4574 . Primary (administrative). Accessed 22 October 2026.