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Forming a Overseas Company in Sri Lanka


Applicable entities


Any company or body corporate incorporated outside Sri Lanka, whose business has been granted permission for the purposes of the Exchange Control Act, subject to the exclusions, limitations, and conditions published in the Government Gazette No. 1232/14 of 19th April 2002; and

1. has after the appointed date established a place of business within Sri Lanka, or
2. has before the appointed date, established a place of business within Sri Lanka and continues to have an established place of business within Sri Lanka on the appointed date.

Required Documents


Every company that has established a place of business in conformity with 1 (a) or (b) above shall within one month from the date of establishment of its place of business within Sri Lanka, deliver to the Registrar for registration

1. a certified copy of the charter, statutes or memorandum and articles of association of the company or other instrument constituting or defining the constitution of the company and where that instrument is not in the official language of Sri Lanka or in English, a translation of that instrument in such language as may be specified by the Registrar
2. a list of the directors of the company, containing such particulars with respect to the directors as are by this Act required to be contained with respect to directors in the register of directors of a company in a prescribed manner [FORM 45]
3. the names and addresses of one or more persons resident in Sri Lanka authorized to accept on behalf of the company, service of documents and of any notice required to be said on the company in the prescribed manner [FORM 46].
4. a statement containing the full address of the registered or principal office of the company in the country of origin and the principal place of business of the company within Sri Lanka; [FORM 44]
5. a certified copy, certified of recent date, of any document affecting or evidencing the incorporation of the company forming an Overseas company
6. A valid Power of Attorney authenticated by the seal of the company authorizing the persons or person resident in Sri Lanka to act on behalf of the company

A document shall be deemed to be duly certified if the document is certified to be a true copy


i) by an official of the government of such foreign country to whose custody the original is committed, or
ii) by a Notary Public of such country, or
iii) by some officer of the company before some person having authority to administer an oath in that country; and by the signature or seal of that official, Notary Public or person being authenticated by an official of the Sri Lankan Embassy in that country. In the case of a country where there is no Sri Lankan Embassy the signatures may be authenticated by the Trade Commissioner; or any representative of the government of Sri Lanka in that country; or any member of the judiciary of that country; or any other person acceptable to the Registrar General of Companies

Additional Notes:


Where an overseas company has established a place of business within Sri Lanka before the appointed date and has complied with the requirements of Part XIII of the Companies Act No. 17 of 1982 in relation to the delivery of documents and particulars, such company shall be deemed to have complied with 2 above.
Where it appears to the Registrar that the corporate name of a registered overseas company would be precluded from registration under Section 7 of the Act had it been formed under this Act, the Registrar may take appropriate steps in terms of the Act to issue notice on the company to register another name approved by the Registrar.
All forms must be printed or typewritten.
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