Companies (Fees) Orders 2026: what Gazette 2496/03 changed
The instrument behind this year's Registrar of Companies fee rise: what it amends, when it took effect, the Parliament step still open and the odd item 13.
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Last verified against the primary sources on 21 October 2026.
The Companies (Fees) Orders 2026, published in Gazette Extraordinary No. 2496/03 on 6 July 2026, raised most Registrar of Companies fees by roughly 13 to 15 percent: registering a private limited company now costs Rs 5,200 and registering an annual return Rs 7,900, both "excluding VAT" [1]. The Order states no start date, so on section 527(2) of the Companies Act it took effect on publication, 6 July 2026, not on 23 June, when the Minister signed it [1] [3]. Parliament's approval, which section 527(3) requires after publication, was not on record when we checked.
This article reads the instrument. For a full costing of an incorporation, a late Form 15 or a secretary change, with VAT and worked figures, see our guide to Registrar of Companies fees from 6 July 2026.
Take a hypothetical bicycle repair and rental business, owned by three friends, planning to incorporate in November 2026. Search for "company registration fee Sri Lanka" and one official page says Rs 4,000 plus 8 percent VAT. The Gazette in force says Rs 5,200 before VAT. Only one of those is the law.
The Companies (Fees) Orders 2026 amend the 2022 schedule, item by item
Gazette 2496/03 contains "ORDERS under the Section 527 read with Section 477 of the Companies Act, No. 07 of 2007 and under the Section 19 of the Societies Ordinance No. 16 of 1891". It is signed by the Minister of Trade, Commerce, Food Security and Co-operative Development and dated "23 June, 2026". Its operative sentence is one line: the Companies (Fees) Orders and Societies (Fees) Orders "published in extraordinary Gazette No. 2303/07 of October 25, 2022 are hereby amended, as specified in the schedules to these orders" [1].
Section 477(1) is the source of the power: rules "prescribing the fees payable to the Registrar" for registering companies and for "the registration of any document required or authorised to be registered" [3]. Section 477(2) adds a fallback: where no specific fee is set for a filing, the fee "shall be the same as the fee for making a record of any fact" [3]. For registrations under the Public Contracts Act, see Public Contracts Act registration on eROC.
The Schedule has 25 items, 20 under the Companies Act and 5 under the Societies Ordinance, every amount headed "Amended Fee (excluding VAT) Rs." [1]. The items most businesses meet:
| Item | What it covers | 2022 (Rs) | 2026 (Rs) | 2026 with VAT at 18% (Rs) |
|---|---|---|---|---|
| 1 | Registration of a private limited company | 4,600.00 | 5,200.00 | 6,136.00 |
| 2 | Registration of a public limited company | 23,000.00 | 26,400.00 | 31,152.00 |
| 4 | Registration of a company limited by guarantee | 34,500.00 | 39,600.00 | 46,728.00 |
| 5 | Registration of mortgage, charges and debentures | 8,625.00 | 9,900.00 | 11,682.00 |
| 6 | Registration of an annual return | 6,900.00 | 7,900.00 | 9,322.00 |
| 7 | Registration of any other document required or authorised | 2,300.00 | 2,600.00 | 3,068.00 |
| 8 | Approval of a company name | 2,300.00 | 2,600.00 | 3,068.00 |
| 10 | Certification of any document or extract | 1,150.00 | 1,300.00 | 1,534.00 |
| 12.1 | Registration of individuals as company secretaries | 5,750.00 | 6,600.00 | 7,788.00 |
| 15 | Registration of a place of business by an overseas company | 69,000.00 | 79,300.00 | 93,574.00 |
Sources: Gazette 2303/07 [2] and Gazette 2496/03 [1]. The VAT column is our arithmetic at the 18 percent standard rate in section 2(1) of the VAT Act "for any taxable period commencing on or after January 1, 2024" [8]; the Gazette itself states no rate.
Most rises sit between 13.0 and 15.2 percent. Two society items fall outside: amendments to a society's constitution move from Rs 1,725 to Rs 1,900, about 10 percent, and certified copies for a society from Rs 575 to Rs 600, about 4 percent [1] [2]. Auditor registration and renewal (items 17 to 20) and off-shore company registration and renewal (items 14 and 16.3, now Rs 198,300 each) rise in the same band.
Instruments: Companies Act No. 7 of 2007, ss.477, 478, 527; Gazette 2496/03 (6 July 2026) amending Gazette 2303/07 (25 October 2022). Official sources: documents.gov.lk, drc.gov.lk. Last verified: 21 October 2026.
The new fees apply from 6 July 2026, the date of publication
The Order states no commencement date. Section 527(2) fills the gap: every regulation "shall be published in the Gazette and shall come into operation on the date of such publication or on such later date as may be specified in the regulation" [3]. The Gazette was published on Monday 6 July 2026, and it appears under that date in the Government Printer's index [7]. On that reading the new fees apply from 6 July 2026; the 23 June signing date has no effect on what a payer owes.
The Registrar treats 2496/03 as the current schedule. On 21 October 2026 the DRC Table of Fees page listed only "Companies (Fees) Orders / Societies (Fees) Orders as No : 2496/03 Special Gazzette (dated 2026-07-06)" [4].
Parliament's approval is the step still open
Section 527(3) says every regulation must, "as soon as convenient after its publication in the Gazette, be brought before Parliament for approval", and one "not so approved shall be deemed to be rescinded as from the date of disapproval, but without prejudice to anything previously done thereunder" [3].
On 17 August 2026 the Cabinet approved the Minister's proposal headed "Submission of the Orders published under the Companies Act, No.07 of 2007 and the Societies Ordinance, No.16 of 1891 (Chapter 123) to Parliament", referring to Gazette 2496/03 and noting that the last revision was Gazette 2303/07 [9]. On 21 October 2026 we searched parliament.lk, including its Business of the House pages and the list of instruments under the Companies Act, and found no record that Parliament had approved 2496/03 [10]. That is an open point.
It does not delay the fees. On our reading of section 527(3), the Order operates from publication until any disapproval, and a disapproval would rescind it only from that date, leaving fees already paid untouched.
Orders or Regulations: a label that changes nothing
Section 527(1) lets the Minister "make regulations", and section 477(1) speaks of "Regulations ... for prescribing the fees" [3]. The 2022 instrument called itself "Companies (Fees) Regulations" and amended regulations "published in Extraordinary Gazette No. 1990/12 of October 25, 2016" [2]. The 2026 instrument calls itself "Companies (Fees) Orders" and describes the 2022 instrument as Orders too [1]. On our reading the label does not matter: the sections cited, the process and the effect are those of a section 527 regulation. It is not a defect a payer could rely on to pay the old fee.
Item 13 is a bank deposit figure, not a fee
Item 13 reads "For registration of amount to be credited to a bank to defray the expenses of an off-shore company for the purpose of its office in Sri Lanka", and the figure is "US $115,000.00", up from "US$ 100,000.00" in 2022 [1] [2]. It sits in a fee schedule, but on our reading it is the amount an off-shore company must hold in a bank for its Sri Lankan office, not a sum paid to the Registrar. The Order does not explain the change, and we treat its practical effect as an open point for the few businesses it touches. Registering the off-shore company itself is item 14, Rs 198,300 before VAT [1].
The DRC guidelines page still shows the old board
On 21 October 2026 the DRC's Guidelines and Necessary Documents page still listed "Form 01 - Application of Incorporation Rs. 4000.00 + VAT (8%)", "Form 18 - Consent of Directors Rs. 2000.00 + VAT (8%) X No of Directors", and "FORM 15 : Annual Return of a Company ... Rs. 6000.00 + VAT (8%)" [6]. (The DRC's dashes are shown here as hyphens.)
None of those figures matches 2303/07 or 2496/03: Rs 4,000 for incorporation is below even the 2022 fee of Rs 4,600 [2], and 8 percent is not the current VAT rate. The page is useful for one thing: it shows the Registrar charging per document, a Form 18 for each director, a Form 19 and the articles. On our reading those filings fall under item 7, Rs 2,600 each, as our fee guide explains, and the eROC payment screen gives the final figure. For paying online and the receipt to keep, see eROC payments and receipts.
Not paying a fee is not an offence, but late filing is
Gazette 2496/03 creates no offence. The consequences sit in the Act:
| Default | Section | Consequence |
|---|---|---|
| Fee not paid for a filing or function | s.477(3) | The Registrar "may refuse to exercise a power or perform a function, until the prescribed fee in respect of such function is paid" [3] |
| Fees or expenses not paid on demand | s.478 | The default may be reported to a Magistrate and the amount recovered "as if it were a fine imposed by the Magistrate" [3] |
| Annual return not delivered on time | s.131(4) | Fine up to Rs 100,000 for the company and up to Rs 50,000 for each officer in default [3] |
| Same default, compounded | s.514 | The Registrar may accept a sum "in composition of the offence" instead of prosecuting [3] |
The third row matters most. Section 131(2) requires the annual return within thirty working days of the annual general meeting, and section 131(3) exempts a company in the year of its incorporation [3]. A higher filing fee is no reason to wait; see our guide to Form 15 annual return filing.
A worked example at the 2026 fees
Back to the hypothetical bicycle business, incorporating in November 2026 as a private limited company:
- Name approval, item 8: Rs 2,600, or Rs 3,068 with VAT at 18 percent.
- Registration of the company, item 1: Rs 5,200, or Rs 6,136 with VAT.
- Each further document filed at incorporation, item 7 on our reading: Rs 2,600, or Rs 3,068 with VAT.
Its first year is exempt from the annual return under section 131(3). In its second year, after its AGM, it files Form 15 under item 6: Rs 7,900, or Rs 9,322 with VAT, within thirty working days of the meeting. Check each total against the eROC payment screen before paying.
If the filing concerns closing an inactive company, confirm the section 394 strike-off process before budgeting the relevant filings.
What this means for you
- Forming a company: budget with the 2496/03 figures plus VAT at 18 percent, check the name first with our company name check tool, and see our guides on how to register a company in Sri Lanka and on company names and approval.
- Running a company: the annual return is Rs 7,900 before VAT. Plan it into the thirty working days after your AGM; our corporate secretarial services file annual returns and director changes.
- Secretaries and auditors: items 12 and 17 to 20 carry new amounts for registration and renewal [1].
- Societies: items 21 to 25 apply, under the Societies Ordinance.
Our company registration service handles incorporation filings at the current fees.
Checklist: documents needed
- Gazette 2496/03 schedule (not the DRC guidelines page) for each fee you budget
- The list of documents you will file, so each item 7 filing is counted
- Approved company name before the incorporation filing
- Date of your last AGM, to count the thirty working days for Form 15
- eROC payment screen total, checked against your Gazette figure plus VAT
- Receipt for each payment, kept with the company records
Frequently asked questions
When did the Companies (Fees) Orders 2026 take effect?
They took effect on 6 July 2026, the day Gazette 2496/03 was published. The Order states no start date of its own, and section 527(2) of the Companies Act says a regulation comes into operation on publication unless it names a later date. The Minister's signing date, 23 June 2026, does not change what a payer owes [1] [3].
Do the Registrar of Companies fees include VAT?
No, every amount in the Gazette 2496/03 schedule is stated "excluding VAT". The Gazette names no rate. At the 18 percent standard rate in the VAT Act, Rs 5,200 for a private company becomes Rs 6,136 and Rs 7,900 for an annual return becomes Rs 9,322. Check the eROC payment screen for the amount actually charged [1] [8].
Has Parliament approved Gazette 2496/03?
We found no record of it on 21 October 2026. Section 527(3) requires approval after publication, and the Cabinet approved the proposal to submit the Orders to Parliament on 17 August 2026. Until any disapproval the fees apply, and a disapproval would rescind them only from that date, without undoing fees already paid [3] [9].
What is the fee for filing an annual return in 2026?
The annual return registration fee is Rs 7,900 before VAT under item 6 of Gazette 2496/03, up from Rs 6,900 under the 2022 schedule. With VAT at 18 percent that is Rs 9,322. A late return is a separate matter: section 131(4) sets fines of up to Rs 100,000 for the company and Rs 50,000 per officer [1] [2] [3].
Is the DRC guidelines page fee list still valid?
No, the DRC guidelines page shows superseded figures, such as Rs 4,000 plus 8 percent VAT for Form 01, that match neither the 2022 nor the 2026 schedule. The Registrar's own Table of Fees page lists Gazette 2496/03 as the current instrument, and that Gazette is the one to budget from [4] [6].
From 6 July 2026, read the board the Gazette pinned up, not the one that was never taken down. This article is general information on the law as at 21 October 2026 and is not advice on a specific filing.
Talk to us. If you would like your incorporation, annual return or director changes filed at the 2026 fees, book a consultation at our contact page.
WinCore Pvt Ltd
References
- Minister of Trade, Commerce, Food Security and Co-operative Development. Companies (Fees) Orders / Societies (Fees) Orders, Gazette Extraordinary No. 2496/03 (6 July 2026), page 1 and Schedule items 1 to 25. https://documents.gov.lk/api/content-file-proxy?file=/extra-gazette-content/2496-03_E_1786417202.pdf . Primary. Accessed 21 October 2026.
- Minister of Finance, Economic Stabilization and National Policies. Companies (Fees) Regulations / Societies (Fees) Regulations, Gazette Extraordinary No. 2303/07 (25 October 2022), Schedule items 1 to 25. https://documents.gov.lk/api/content-file-proxy?file=/extra-gazette-content/2303-07_E_1784564208.pdf . Primary. Accessed 21 October 2026.
- Parliament of Sri Lanka. Companies Act, No. 07 of 2007, ss.131, 477, 478, 514 and 527. http://www.drc.gov.lk/en/wp-content/uploads/2018/04/Act-7-of-2007-English.pdf . Primary. Accessed 15 October 2026.
- Department of the Registrar of Companies. Table of Fees. https://drc.gov.lk/en/?page_id=11 . Primary. Accessed 21 October 2026.
- Department of the Registrar of Companies. Companies (Fees) Orders and Societies (Fees) Orders, published in extraordinary Gazette are amended (news post). https://drc.gov.lk/en/?p=4822 . Primary. Accessed 15 October 2026.
- Department of the Registrar of Companies. Guidelines and Necessary Documents page. https://drc.gov.lk/en/?page_id=2741 . Primary. Accessed 21 October 2026.
- Department of Government Printing. Extraordinary Gazettes index, entry for 2496/03 (6 July 2026). https://documents.gov.lk/web/extra_gazettes . Primary. Accessed 15 October 2026.
- Inland Revenue Department. Value Added Tax Act, No. 14 of 2002, consolidated up to 2025, s.2(1)(ix). https://www.ird.gov.lk/en/publications/Value%20Added%20Tax_Acts/VAT_Act_No_14%5BE%5D_2002_%28Consolidation_2025%29.pdf . Primary. Accessed 21 October 2026.
- Cabinet Office of Sri Lanka. Cabinet decision of 17 August 2026: Submission of the Orders published under the Companies Act, No.07 of 2007 and the Societies Ordinance, No.16 of 1891 (Chapter 123) to Parliament. https://www.cabinetoffice.gov.lk/cab/index.php?option=com_content&view=article&id=16&Itemid=49&lang=en&dID=14144 . Primary. Accessed 21 October 2026.
- Parliament of Sri Lanka. Business of the House and Acts: Companies pages, searched for approval of Gazette 2496/03. https://www.parliament.lk/en/business-of-parliament/act-details/G3776 . Primary. Accessed 21 October 2026.
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Every Registrar of Companies fee from 6 July 2026 with VAT added, and worked costs for an incorporation, a late Form 15 and a secretary change.
Treat Form 15 as a live governance filing: the 30-working-day clock from the AGM, the BO 4 that goes with it, the fee, and the controls that keep it on time.
Registering a private limited company in Sri Lanka in 2026: structure, name approval, the eROC filing with BO 1 and BO 5, the TIN and the first year.