Corporate Law and Company Secretarial Practice
Specializing in Incorporating/ Registering and setting up Companies including, Overseas Companies/Branch Office, Offshore Companies, Private Limited Companies, Associations, Trusts, and provide all company secretarial services.
We deal within all key finance and business strain. we are able to deliver a seamless and truly national and international service.
Services we offer
- Resolving patents, trademarks, copyrights, designs and trade secret disputes.
- Preparing and filing the company’s Annual Return within deadlines.
- Maintain statutory registers of the company.
- Dealing with the transfer formalities on a change of ownership of shares and issuing new share certificates.
- Filing of changes in to the statutory registers as required by the Registrar of companies by avoiding financial penalties and reputation risk.
- Telephone support in respect of the above during office hours.
- Corporate administration.
- Corporate governance.
- Corporate restructuring.
- Company formation.
- Partnership agreements.
- Nondisclosure agreements shareholders’ agreements.
- Joint venture agreements.
- Outsourcing agreements.
- Manufacture, purchase and supply agreements.
- Collaboration agreements.
- Preparation and review commercial contracts/agreements.
- Service level agreements terms of business, and more.
Corporate Law and Company Secretarial Practice – FAQs
General Corporate Law FAQs
What is corporate law in Sri Lanka?
Corporate law in Sri Lanka governs the formation, management, regulation, and dissolution of companies under the Companies Act No. 07 of 2007.
How do I incorporate a company in Sri Lanka?
A company is incorporated by submitting prescribed forms to the Registrar of Companies (ROC), including Articles of Association, director details, and registered office information.
How long does it take to register a company in Sri Lanka?
Company incorporation in Sri Lanka usually takes 1–3 working days if all documents are in order.
What are the types of companies that can be registered in Sri Lanka?
Private companies, public companies, companies limited by guarantee, offshore companies, and foreign branch offices can be registered.
What is the minimum number of directors required in Sri Lanka?
A private company requires at least one director, while a public company requires at least two directors.
Is a company secretary mandatory in Sri Lanka?
Yes, every company in Sri Lanka must appoint a company secretary within 30 days of incorporation.
Who can act as a company secretary in Sri Lanka?
A licensed company secretary, attorney-at-law, or qualified professional approved by the Registrar of Companies can act as a company secretary.
What are company secretarial services in Sri Lanka?
Company secretarial services include statutory compliance, maintaining registers, filing returns, board meeting support, and corporate governance advisory.
Company Secretary Services
Why should a law firm provide company secretarial services?
A law firm ensures legal compliance, risk management, and accurate interpretation of corporate laws alongside secretarial duties.
What statutory registers must be maintained by a company?
Registers of directors, secretaries, shareholders, charges, and interests must be properly maintained.
What is the role of a company secretary under Sri Lankan law?
The company secretary ensures compliance with the Companies Act, advises directors, maintains records, and files statutory returns.
Can a company change its company secretary?
Yes, a company can appoint or remove a company secretary by board resolution and notifying the Registrar of Companies.
What are annual compliance requirements for companies in Sri Lanka?
Companies must file annual returns, maintain audited accounts, and update statutory registers.
Compliance & Regulatory Filings
What is an annual return in Sri Lanka?
An annual return is a statutory filing that provides updated company information to the Registrar of Companies.
What happens if a company fails to file statutory returns?
Failure may result in penalties, fines, director liability, or deregistration.
How can a law firm help with corporate compliance?
A law firm ensures timely filings, legal accuracy, regulatory compliance, and governance support.
Are board meetings mandatory under Sri Lankan law?
Yes, directors must hold board meetings as required under the Articles and good governance practices.
What are directors’ duties under Sri Lankan corporate law?
Directors must act in good faith, in the best interests of the company, and comply with statutory duties.
Shareholding and Capital Matters
How can shares be transferred in a Sri Lankan company?
Share transfers require a duly executed share transfer form, board approval, and updates to statutory registers.
Can a foreigner own shares in a Sri Lankan company?
Yes, subject to sector-specific restrictions under Sri Lankan investment laws.
What is share allotment in Sri Lanka?
Share allotment refers to the issuance of new shares by a company to shareholders or investors.
Do share issuances require regulatory approval?
Certain sectors may require approvals from the Central Bank or BOI.
Corporate Restructuring and Changes
How can a company change its name in Sri Lanka?
A company name change requires a special resolution and approval from the Registrar of Companies.
What is company restructuring under Sri Lankan law?
Restructuring includes mergers, acquisitions, share reorganisations, and capital reductions.
Can a law firm assist with mergers and acquisitions?
Yes, law firms provide legal due diligence, documentation, and regulatory compliance for M&A transactions.
How can a company amend its Articles of Association?
Amendments require a special resolution and filing with the Registrar of Companies.
Corporate Governance
What is corporate governance in Sri Lanka?
Corporate governance refers to systems ensuring accountability, transparency, and ethical management of companies.
Why is corporate governance important?
Good governance protects shareholders, reduces legal risk, and enhances business credibility.
Do private companies need corporate governance policies?
While not mandatory, governance policies are strongly recommended.
How can a company secretary improve corporate governance?
By ensuring legal compliance, proper board procedures, and regulatory awareness.
Foreign Companies and BOI
How can a foreign company operate in Sri Lanka?
Through incorporation of a subsidiary or registration of a branch office.
What is a branch office in Sri Lanka?
A branch is an extension of a foreign company registered with the Registrar of Companies.
Is BOI approval required for foreign investment?
Certain investments require Board of Investment (BOI) approval.
Winding Up and Deregistration
Can a law firm act as company secretary for foreign companies?
Yes, licensed law firms can provide full secretarial and legal services.
How can a company be wound up in Sri Lanka?
Through voluntary liquidation or court-supervised winding up.
What is voluntary liquidation?
It is the process of closing a solvent company by shareholder resolution.
How long does company deregistration take in Sri Lanka?
Deregistration typically takes several months depending on compliance status.
Can directors be held liable after company closure?
Yes, for prior non-compliance or fraudulent conduct.
Legal Support and Advisory
Why engage a corporate law firm in Sri Lanka?
A corporate law firm ensures legal compliance, strategic advice, and risk mitigation.
What industries require specialised corporate legal advice?
Banking, finance, IT, manufacturing, real estate, and regulated sectors.
How does a company secretary assist directors?
By advising on legal obligations, board procedures, and statutory duties.
Can company secretarial services be outsourced?
Yes, many companies outsource to licensed law firms for efficiency and compliance.
What laws govern companies in Sri Lanka?
Primarily the Companies Act No. 07 of 2007, along with sector-specific regulations.
General and Practical FAQs
Is digital filing available with the Registrar of Companies?
Yes, many filings can be completed online through the ROC system.
What penalties apply for non-compliance with corporate law?
Fines, director disqualification, and legal action may apply.
Can one firm provide both legal and secretarial services?
Yes, licensed law firms can legally offer both services.
How often should corporate records be updated?
Immediately after any change in directors, shareholders, or structure.
Do startups need a company secretary in Sri Lanka?
Yes, even startups must appoint a company secretary.
What documents must be kept at the registered office?
Statutory registers, resolutions, and company records must be maintained.
How can a law firm help ensure long-term corporate compliance?
By offering ongoing legal advisory, compliance monitoring, and governance support.