Penalties & default fees
Late filing of Form 15 attracts a default fee under the Companies Act, increasing the longer the return remains unfiled.
Statutory compliance · Form 15
Annual Return Filing in Sri Lanka (Form 15)
Form 15 is due within 30 working days of your AGM - every year, without exception. Default fees, director liability, and strike-off risk follow non-filing. WinCore's registered secretary tracks your AGM calendar and lodges Form 15 on retainer.
Your legal obligation: Form 15, once a year, within 30 working days of your AGM
Under the Companies Act No. 7 of 2007, your company must tell the ROC who its directors are, who its shareholders are, and where it operates - once a year, via Form 15. A current ROC record unlocks bank facilities, passes due diligence, and keeps directors clear of personal default liability.
Deadline
Within 30 working days of the AGM. AGMs must be held within 15 months of the previous AGM (or within 18 months of incorporation for the first AGM).
Form
Form 15, signed by a director and the company secretary, lodged via the eROC portal.
The 6 items Form 15 must confirm about your company
- Company name, registration number, and registered office address.
- Principal business activity.
- Particulars of directors and the company secretary.
- Particulars of shareholders and current shareholding.
- Details of charges registered against the company.
- Confirmation that statutory registers are maintained and up to date.
What a missed Form 15 deadline costs your company - and your directors personally
Officer-level liability
Directors and the company secretary can be personally liable for persistent default, not just the company itself.
Inactive / strike-off risk
Repeated annual-return defaults expose the company to ROC strike-off proceedings, freezing bank accounts and contractual capacity.
Audit & funding friction
A single defaulted annual return can block a bank loan drawdown, stall an audit sign-off, and halt due diligence for a deal. Simultaneously. Banks and auditors check ROC filings before they proceed.
How WinCore keeps your Form 15 filed - without you chasing a single deadline
Step 1
AGM reminder & minutes
We track AGM cadence, issue a reminder 30 days out, and draft AGM minutes for circulation.
Step 2
Form 15 preparation
Pre-populated from the statutory register; you review and sign electronically.
Step 3
Director / secretary sign-off
Co-signed by a director and the WinCore registered company secretary.
Step 4
eROC lodgement
Lodged through the eROC portal with the prescribed fee. We retain the lodgement receipt.
Step 5
Filed copy + register update
Filed Form 15 saved to your client folder; statutory register updated in lockstep.
Step 6
Calendar reset
Next AGM date scheduled. We will reach out again 11 months from today.
Frequently asked questions
What is an annual return in Sri Lanka?
Form 15 is the annual return that every company incorporated in Sri Lanka must file with the Registrar of Companies (ROC) under the Companies Act No. 7 of 2007. It is a snapshot of the company's officers, shareholders, registered office, and statutory status as at the return date.
When is the annual return due in Sri Lanka?
Form 15 must be filed within 30 working days of the Annual General Meeting (AGM). The AGM itself must be held not later than 15 months after the previous AGM, and the first AGM must be held within 18 months of incorporation. WinCore tracks AGM cadence and prepares Form 15 in lockstep.
What happens if I miss the annual return deadline?
Default fees apply under the Companies Act and increase with time. Directors and the secretary may be personally liable. Persistent non-filing exposes the company to ROC strike-off proceedings. We strongly advise lodging a back-filing plan as soon as a default is identified.
Who can sign and lodge the annual return?
The annual return must be signed by a director and the company secretary. A registered company secretary will typically lodge Form 15 via the eROC portal on behalf of the company.
Do dormant companies still need to file?
Yes. Dormant status under the Companies Act does not exempt a company from filing an annual return. Dormant declarations are filed separately and must still be supported by an annual return.
What does WinCore charge for annual return filing?
Annual return filing is included as part of the WinCore company secretary retainer. Stand-alone Form 15 lodgement (for clients without a retainer) is quoted on a fixed-fee basis after a short discovery. Request a quote via the link below.
How does WinCore handle multi-year defaults?
We run a back-filing exercise: reconstruct the statutory register, prepare prior-year AGM minutes, draft outstanding Form 15s, and lodge them in chronological order with the ROC. Default fees are settled per filing year. We aim to bring the file current within 4-6 weeks.