Overseas Company in Sri Lankas

Overseas Company in Sri Lanka

Any company or body corporate or 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

  • Has after the appointed date established a place of business within Sri Lanka; or
  • 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.

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 -

  • A certified copy of the charter, statutes or memorandum and articles of association of the company or other instrument.
  • A list of the directors of the company, in the prescribed manner - Form 45
  • The names and addresses of one or more persons resident in Sri Lanka in the prescribed manner - Form 46
  • 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
  • A certified copy, certified of recent date, of any document affecting or evidence that the incorporation of the company.
  • A valid Power of Attorney authenticate by the official seal of the company authorising the persons or person resident in Sri Lanka to act on behalf of the Company.

A Foreign Company can have presence in Sri Lanka through any of the following form:

  • Off Shore Company
  • Branch Office
  • Liaison/ Representative Office
  • Holding & Subsidiary Company
Off Shore Company

The Foreign Company may apply to the Registrar to be registered as an “Off Shore Company”. The Registrar may, having regard to national interest or in the interest of the national economy, issue a Certificate of Registration after the required fee is paid and a Certificate is produced from a bank that a sum of US $ 10,000/- has been deposited to meet its expenses in Sri Lanka. Such company is exempted from complying with any other provisions of the Company Act. 07 of 2007 of Sri Lanka.