The Government Information Center

1. Eligibility

• Both Sri Lankan citizens and Foreign Nationals are eligible for this service. One Person or Persons (not exceeding 50) may apply to incorporate a Private Company but this is not applicable to public company.
• If One Person is incorporating a Company same person cannot act as a Company Secretary. (Foreigner cannot be act as a Secretary)
• If there is more than one person any one of them can act as Company Secretary.
  If the Annual Turnover not less than One Million or paidup Capital exceeds Five Hundred Thousand a Qualified Secretary should be appointed.
• If a foreigner is investing for the incorporation of a Private/ Public Company he or she has to get a clearance letter from the Board of Investment of Sri Lanka (BOI) excluding.
• If a foreigner is designated as Director, he/she can apply for this service without an approval of BOI.

2.Submission procedure

Approval Application from Information Counter free of charge and other forms by paying nominal fee to the Shroff Counter of the Department or can be downloaded from Department Web Site – www.drc.gov.lk Free of charge. Articles of the association either can be prepared by applicant or professional. Only name approval can be submitted through the Web Site electronically and other Forms and Documents should be submitted manually

3. Required Documents

Support documents required

• Name Approval Form 16A
• Form 1
• Form 18
• Form 19

- Two original copies of Articles of Association should be submitted to the Department of the Registrar of Companies with the signature/s of subscriber/s .
Note: Document Format in preparing the Articles of Association

*Must prepare the Articles of Association in A4 paper size
*Leave 4 inches blank from the top area of the first page
*Leave 2 inches blank from the left corner of the all pages
*Leave 1 inch blank from the right corner of the all pages.
And book should be hard covered and bound. (Do not keep spaces between clauses)

4.Application types and names

5.Step-by-Step Procedure to Incorporation of Private/Public limited Company

Step 1: The Applicant should Obtain A16 application form from the Information Counter. Or can be submitted through web site www.drc.gov.lk

Step 2: The Applicant should submit the filled name approval application form A16 to the Information Counter to check whether it is correctly filled

Step 3: The Applicant should make a payment of Rs.350/= + 12% VAT + 3% National Development Tax(Rs.402.50 ) to the Shroff Counter for Name Search
Service, upon which the Shroff Counter will issue a receipt to the applicant.

Step 4: The Applicant should come on following working day (evening) to Information Counter with the receipt to check the status of Application.(Whether it is approved or not, or needed supportive documents or make amendment to the name)

Validity of a Name Approval is three months from the date of application if expires submit a new application by paying the prescribed fee again.

Note : If the subject clerk identifies a naming problem, he or she would advice the applicant to amend the name to continue the process, if the applicant has requested for name already existing his / her application will be rejected.

Step 5: Upon approval of the Name, the Information counter issue a Name Approval number for the Approved Application.

Step 6: Once the name is approved, the applicant should submit a two copies of Articles of Association together with filled forms

Note
Documents required for Private/Public Company

Two copies of Articles of Association

Form – 1
Form – 18
Form – 19
* Forms should be printed on one side of the A4 Paper

Every Director should give Form 18 (consent of the director).

Step 7: The subject clerk at the Information Counter checks the two copies of bound Articles of Association and filled Forms 1, 18s, 19 and put the checked seal.

Note : If the documents are not correctly prepared, the applicant is informed, and the applicant has to rectify the problems with relation to the document and re-submit.

Payment Scheme

Document Name, Fees

�

Step 8: The Applicant should make a payment to the Shroff Counter for Articles of the Association & the Forms for Registration of Private/Public Company, upon which the Shroff Counter will issue a receipt to the applicant.

Step 9: Incorporation clerk will go through the documents again to check whether they are in order if Incorporation clerk sees any error/s will inform the applicant next day. If all the documents are correctly submitted he prepares the certificate of incorporation and submit it to the Registrar General of Companies for approval.

Step 10: Registrar General of Companies will also go through the documents and if Registrar General of Companies sees an error/s will inform subject clerk and subject clerk will inform the Applicant about it and Applicant should correct the errors and resubmit. Upon submission of the corrected document it will be resend to the Registrar General of Companies.

Step 11: The applicant should submit the Receipt and collect the certificate signed by the Registrar General of Companies at the Information Counter on following day evening
________________________________________
Question:

6.Time line
________________________________________

Answer:

Process Time Line

Name Approval: One day
Collection of Incorporation Certificate: One day

Submission Timeline
For obtaining & Submitting Application Forms & Article of Association
Working days : Monday to Friday
Department open Hours : 8.30am to 4.15pm
Document Checking Time: 8.30am to 2.45pm
Shroff Counter : 9.00am to 3.00pm

Holidays : All public and Mercantile Days

Validity Timeline

The validity of the name approval is three months form the date of application

Handover Application
The applicants should submit filled application along with the support documents to the Subject Clerk. Guiding up is given by him/her

Question:

7.Costs related to the service

Answer:

Cost for blank Application form

Application Form Cost
Form 16 A Free of charge
Form 1 Rs. 10/=
Form 18 Rs. 5/=
Form 19 Rs. 5/=

Fee for filled Application & Articles of the Association
Name Search Rs. 350/= + 12% +VAT + 3% National Development Tax (Rs.402.50/=)
Registration Fee for Form 18 & 19 Rs. 350/= + 12% +VAT + 3% National Development Tax (Rs.402.50/=)
Registration Fee for Article of Association Rs. 350/= + 12% +VAT + 3% National Development Tax (Rs.402.50/=)
Registration Fee for the Form 1 Rs. 8500/= 12% VAT 3% National Development Tax (Rs.9,775/=)

Question:

8.Service responsibility matrix

Answer:
Designation of Person Name of Person Name of Division
Registrar General of Companies Mr. D K Hettiarachchi Head of the Department
Subject Clerk Mr. S. H. Robert Public Information Division