Pvt Ltd registration · 2026 guide
Private Limited Company Registration in Sri Lanka
Your Certificate of Incorporation arrives in 5-7 business days from instruction when every form is correct. This guide covers each ROC form, IRD/RAMIS step, and post-incorporation requirement under the Companies Act No. 7 of 2007 - in the right order. For the full walkthrough, see our guide to registering a company in Sri Lanka.
The 6 requirements you must satisfy before lodging with the ROC
- At least 1 shareholder (individual or corporate, foreign or local).
- At least 1 director (resident or non-resident; foreign-only boards are permitted under Pvt Ltd).
- A registered office address in Sri Lanka.
- A unique company name approved by the ROC.
- Articles of Association (standard or bespoke).
- Stated capital declared at incorporation (no minimum, but plan stamp-duty implications).
7 steps from name reservation to a trading-ready Pvt Ltd
- 1
Name search & reservation
Run a name search through the eROC portal. Submit Form 11/12 for reservation. The name is reserved for three months from approval. WinCore checks for trademark conflicts and ROC-policy issues before lodging.
- 2
Draft incorporation documents
Prepare Articles of Association, Form 1 (declaration of compliance), Form 18 (consent of director(s)), Form 19 (consent of secretary). For foreign shareholders, prepare apostilled passport copies and any BOI / exchange control documentation.
- 3
Lodge with the ROC
Submit Forms 1, 18, 19 alongside Articles. Pay the incorporation fee. Once the documents are correctly submitted, the ROC typically processes the application in 2-3 business days.
- 4
Receive Certificate of Incorporation
The ROC issues a Certificate of Incorporation under the Companies Act No. 7 of 2007. The company is now a legal person. Statutory registers (members, directors, charges) are opened from this date.
- 5
Post-incorporation: Form 40 + IRD / RAMIS
File Form 40 (post-incorporation declaration). Register with IRD via RAMIS for TIN. Register for VAT, SSCL, and APIT where applicable based on turnover and headcount.
- 6
Open a corporate bank account
Submit Certificate of Incorporation, Articles, board resolution, and KYC for signatories. Most banks open the account within 2-3 weeks of complete documentation.
- 7
EPF / ETF registration (when hiring)
Register the employer with the Department of Labour for EPF, and ETF for the ETF Board. Required before the first payroll run.
Single-shareholder Pvt Ltd: the 28-day timeline from name search to bank account
| Phase | What happens |
|---|---|
| Day 1-2 | Name search & reservation lodged |
| Day 3-4 | Articles drafted and signatures collected |
| Day 5-6 | Incorporation forms lodged with the ROC |
| Day 6-7 | Certificate of Incorporation issued |
| Day 14-21 | IRD registration, bank account opening |
| Day 21-28 | Optional EPF / ETF / VAT registration as needed |
Your Certificate of Incorporation in 5-7 business days from instruction. WinCore owns every step: name search, ROC lodgement, IRD registration, and handover.
A registered company secretary manages your file from Day 1. All ROC forms, IRD/RAMIS registration, and statutory registers are included. Fixed package fees are published so you can compare without a call.
Frequently asked questions
What is a private limited company in Sri Lanka?
A private limited (Pvt Ltd) company is the most common incorporated business form under the Companies Act No. 7 of 2007. It is a separate legal entity with limited liability for shareholders, may have one or more shareholders and directors, and is restricted from offering shares to the public.
How long does Pvt Ltd registration take in Sri Lanka?
When every form is correct, WinCore delivers the Certificate of Incorporation in 5-7 business days from instruction. Add a further 1-2 weeks for IRD / RAMIS registration and bank account opening. Foreign-shareholder structures and apostille-document delays may extend the timeline.
Do I need a Sri Lankan director or shareholder?
No. Sri Lanka permits 100% foreign ownership for most private limited companies, with foreign directors. A registered office address in Sri Lanka is required, and exchange-control / BOI considerations apply if equity is funded from abroad.
What is the minimum capital for a Pvt Ltd in Sri Lanka?
There is no statutory minimum capital. However, declared stated capital attracts stamp duty (LKR 25 per LKR 1,000). Banks and counterparties read declared capital as a signal of substance. We typically advise a sensible figure that balances regulator perception with stamp-duty cost.
What documents do I need to register a Pvt Ltd?
Name reservation approval, Articles of Association, Form 1 (declaration of compliance), Form 18 (director consent), Form 19 (secretary consent), proof of registered office, NIC / passport copies of directors and shareholders, and stamp duty payment receipt. WinCore prepares all of these on your behalf.
Is a company secretary mandatory?
Yes. Every limited company in Sri Lanka must appoint a qualified company secretary. WinCore acts as company secretary under a separate engagement, and bundles statutory register maintenance, annual return filing, and AGM administration into the retainer.
When do I need to register for VAT, SSCL, or APIT?
VAT registration is mandatory when taxable supplies exceed the threshold (LKR 60 million a year, or LKR 15 million per quarter; verify the current threshold at the time of registration). SSCL registration applies from a lower threshold: LKR 9 million per quarter (LKR 36 million over four quarters) from 1 July 2026. APIT applies when employee remuneration exceeds the threshold. All are filed via RAMIS.
How does WinCore handle Pvt Ltd registration?
A registered company secretary owns the file end-to-end: name search, drafting, ROC lodgement, follow-up, Form 40 filing, IRD registration, statutory register set-up, and handover pack. See the /services/registration page for package inclusions and pricing.