How to Register a Business in Sri Lanka (2026 Guide)

Introduction

The first time I tried to figure out how to register a business in Sri Lanka, it felt like walking into a government office with no signboards. Everyone had advice, most of it half-correct, and every mistake meant another week lost. If that feeling sounds familiar, this guide is written from that exact place.

Sri Lanka is becoming a more attractive place to start a business. Online work, tourism, logistics, tech, and freelance services are growing fast, and the government is pushing foreign direct investment and investor visa programs. That means more locals, returning Sri Lankans, and foreign investors are all asking the same thing in 2026 – how to register a business in Sri Lanka without wasting months on trial and error.

In this article I walk through the full path in plain English. I cover how to choose the right structure, how company registration in Sri Lanka works through the e-ROC portal, what documents are needed, the exact post-registration steps, tax registration, licences, foreign investor rules, and what needs to be done every single year to stay compliant. Advice.lk, the platform I write for, focuses on clear, locally verified guides in Sinhala, Tamil, and English, so I will also point to where its free guides and consultations help in practice.

Whether the plan is a one-person freelance setup, a serious private company, or a foreign-owned project, the steps are very similar. By the time this guide ends, there should be a clear, honest roadmap from idea to legally registered business, with no hidden twists.

“The secret of getting ahead is getting started.”
— Mark Twain

Key Takeaways

Before diving into the detail, here is a quick snapshot of the main points I explain in this guide.

• The Department of Registrar of Companies runs the e-ROC portal, and this online system is now the main gateway for company registration in Sri Lanka. Once someone understands this portal, most name reservations and filings feel far less scary. It is worth getting comfortable with it early.

• For most serious businesses, a private limited company gives a strong mix of protection, tax treatment, and long-term flexibility. It separates personal and business assets, which matters the moment loans, leases, or investors enter the picture. I treat it as the default structure unless there is a clear reason to choose something else.

• The registration path follows a simple chain of steps that rarely changes. First comes name reservation, then document preparation, then incorporation through e-ROC, and then the follow-up items like tax numbers and bank accounts. When this order is followed, delays and repeat visits drop sharply.

• After incorporation, tax registration, a proper corporate bank account, and any industry licences are not optional extras. These parts allow a company to invoice, pay staff properly, sign bigger contracts, and avoid fines. Skipping them is the fastest way to have problems with banks, the Inland Revenue Department, or regulators.

• Foreign investors have extra steps, especially with the Board of Investment and minimum investment levels for incentives and visas. Done correctly, those steps give access to tax concessions and long-term residency rights for families. I always suggest getting local legal advice before sending money.

• Staying in good standing is an ongoing duty that includes annual returns, an AGM, audited accounts, and updates to the ROC whenever something important changes. Treating these as fixed yearly tasks keeps the company safe from penalties and strike-off.

• Advice.lk supports these steps with written guides, multilingual help, and one-on-one consultations, so nobody has to guess their way through company or business registration in Sri Lanka on their own.

Choosing The Right Business Structure In Sri Lanka

Before filling a single form, the most important decision is what legal structure the business will use. I have watched many people rush straight into company registration in Sri Lanka, only to realise later that tax, liability, or investor needs do not match the structure they picked.

Broadly, Sri Lankan law allows several practical options for small and medium setups – sole proprietorships, partnerships, private limited companies, public companies, and branch offices of foreign companies. Each one handles risk, tax, ownership, and reporting in a different way. In this section I focus on the four most common paths and explain where each one makes sense.

For most readers who want to grow, hire staff, or bring in investors, a private limited company is usually the safest base. That is the structure I use for the main step-by-step parts of this guide. Still, it helps to understand the simpler forms that many freelancers and micro-businesses start with.

Sole Proprietorship

When someone just wants to start fast, an individual business registration in Sri Lanka as a sole proprietor is the simplest option. One person owns the business, and in law there is no separation between that person and the business itself. Registration happens at the relevant Divisional Secretariat rather than through the ROC, and the process is usually quick.

All profits are treated as the owner’s personal income and taxed at individual income tax rates, which keeps tax filing simple. The risk, however, is that liability is unlimited, so personal assets such as a house or vehicle are exposed if the business cannot pay its debts. This makes sole ownership suitable for low-risk work like freelancing, consulting, or very small trading, but dangerous once loans, stock, or staff enter the picture.

Partnership

A partnership comes into play when two or more people, up to twenty, decide to carry on a business together with profit in mind. Registration happens with the Provincial Registrar of Business Names, and many local professional firms use this model because it matches the way they share work and income.

In a normal partnership, partners usually share unlimited joint and several liability, which means any one partner can be sued for the full debt of the firm. That alone is a strong reason to draft a clear partnership deed, even if the law does not strictly force it. Profits are divided according to that deed and then taxed as personal income for each partner, while the partnership itself does not pay income tax as a separate entity.

Private Limited Company (Ltd)

The private limited company is the workhorse of business registration in Sri Lanka. It is incorporated with the Department of Registrar of Companies under the Companies Act No. 7 of 2007, and from that point it becomes a separate legal person in the eyes of the law. That separation is what protects shareholders when things go wrong.

A private company can have between one and fifty shareholders, not counting staff who may hold shares, and it is not allowed to offer its shares to the public. Profits are taxed at corporate rates, and dividends can then be taxed in the hands of shareholders under current rules. For startups, family firms, and growing online businesses, the mix of limited liability, clearer structure, and investor readiness makes this the structure I usually recommend when people ask how to register a business in Sri Lanka for the long term.

Public Limited Company & Branch Office Comparison Overview

Public limited companies and branch offices of foreign companies sit at the more advanced end of the scale. A public company can list on the Colombo Stock Exchange and raise funds from the public, but that freedom comes with heavy reporting, governance, and regulatory requirements under both the Companies Act and securities rules. It suits only large operations with serious capital plans.

A branch office of a foreign company is different again, because the branch is legally just an arm of the overseas parent. It must register with the ROC within one month of starting activities in Sri Lanka, and the parent company remains fully liable for all debts and legal issues that arise here. Branches are often used when a foreign company wants to test the market or run a narrow project.

To put all four main options side by side, here is a quick comparison that many people find helpful.

“Choosing the wrong legal structure at the start is one of the most expensive mistakes a founder can make.”
— Common advice from corporate lawyers in Colombo

How To Reserve Your Business Name In Sri Lanka

The first practical step in most company registration in Sri Lanka is reserving a name through the e-ROC portal. Without an approved name, the ROC will not accept incorporation documents, so this stage always comes first. I often see people wasting the name reservation fee on names that had no chance of approval.

The e-ROC portal is the ROC’s online system and acts as a single window for almost all company filings. Name reservation asks the ROC to check whether the proposed name is acceptable and not too close to an existing company. Once approved, the name is kept aside for a limited time, usually around three months, while incorporation is completed.

Here is the simple process I follow when reserving a name:

1. Search existing records. Start with a careful search of the existing records on the public e-ROC search page and on general search engines. This step shows whether a very similar name already exists, which is one of the most common reasons for rejection. I like to search for domain names at the same time to see if a matching .lk or .com address is available.

2. Check ROC name rules. Read through the ROC name rules before paying the fee. Names that sound like state bodies, use words such as “National” or “Sri Lanka” without approval, mislead the public about what the company does, or are offensive will usually be refused. If I am unsure, I adjust the wording rather than risk paying for a weak application.

3. Create an e-ROC account and submit options. Create a user account on the e-ROC portal and fill in the name reservation form with the main choice plus at least two backup names. Including second and third choices gives the ROC room to approve something without needing a fresh application. The reservation fee is paid online and is not refunded, even if every option is rejected.

4. Wait for the decision and track the expiry. Wait for the ROC response, which often arrives within a few working days. If the name is approved, the letter or notification will show the reserved name and the expiry date of the reservation period. I always plan to submit incorporation documents well before that date so I do not have to repeat the entire step.

Documents Required For Business Registration In Sri Lanka

One of the biggest search terms I see is “documents required for business registration in Sri Lanka”, and for good reason. Missing or incorrect paperwork is the easiest way to slow down company registration online in Sri Lanka, even when the e-ROC portal itself works well.

For a standard private limited company, the ROC expects a fixed set of forms and supporting documents. Getting these right, with names, addresses, and signatures matching perfectly, often makes the difference between a two-day process and a months-long back and forth. I treat this section as a checklist to prepare before even logging in to e-ROC.

Form 1 – Company Registration Application

Form 1 is the central application form for incorporating a company, and every other document supports the details given here. It records the approved company name, the registered office address, and the full details of each initial director and the company secretary. It also sets out the proposed share capital, who the first shareholders are, and how many shares each of them takes.

Because Form 1 feeds directly into the official register, the ROC is very strict about accuracy and completeness. If names are spelt differently from identity documents, or if share totals do not match what is written in the Articles, the application will likely be sent back for correction. I always double-check this form line by line before scanning and uploading it.

Form 18 And Form 19 – Director And Secretary Consents

Form 18 is a short but important confirmation from each director that they agree to act and are not disqualified under the Companies Act No. 7 of 2007. Form 19 does the same for the company secretary, whether that is an individual or a corporate secretarial firm. Every company in Sri Lanka must have a qualified secretary, so this form is not just a formality.

Even though these forms look simple, I recommend matching signatures to passports or NICs and checking dates carefully. A missing signature or wrong date can delay approval just as much as a bigger error in Form 1.

Articles Of Association

The Articles of Association are the rulebook for how the company will run. They cover who can be a director, how directors are appointed and removed, how shares can be issued, transferred, or bought back, and how board and shareholder meetings are held. They also set rules for paying dividends and handling conflicts of interest.

The Companies Act includes a standard template in its First Schedule, and many small companies simply adopt this wording with minor changes. When a business has more complex needs, such as special share classes or investor rights, I always suggest getting a lawyer or experienced company secretary to draft customised Articles. Whatever version is chosen, every initial shareholder must sign the final document before it goes to the ROC.

Quick-Reference Document Checklist Table

To make this easier to scan, here is a simple checklist of the core incorporation documents and where they go.

Foreign nationals must submit passport copies instead of NICs, and I often keep certified copies ready because banks and other agencies will later ask for the same documents.

Step-By-Step: The Company Registration Process Via E-ROC

Once the name is reserved and documents are ready, the real heart of company registration in Sri Lanka is the e-ROC incorporation process. The shift to this online system has cut down queues and manual paperwork, but it has also introduced a new type of problem – rejected uploads and incomplete online forms.

In this section I walk through the six main steps the ROC expects. I also point out common mistakes that I see beginners make, so they do not have to repeat my early errors. If someone follows these steps in order, business registration online in Sri Lanka is far less stressful.

Step 1–3 – Setting Up And Submitting Your Application

The first step is to create a user profile on the official e-ROC portal, using either a personal email or one managed by a company secretary or lawyer. During registration, the portal asks for basic contact details and sometimes identity verification, so I keep a NIC or passport nearby. Once the account is active, it becomes the main login for all later company filings, not just the first registration.

The second step is to start a new incorporation request from within the e-ROC dashboard. Here I enter the approved name reservation number and select the type of company, which is usually a private limited company for most readers asking how to register a business in Sri Lanka. This step creates a draft record in the system and opens up upload sections for each required form.

The third step involves scanning and uploading all signed documents in clear, readable form. I always use high-resolution PDF scans, make sure every page is the right way up, and check that signatures and seals are visible. Poor scan quality or incorrect file types are frequent reasons the ROC sends applications back for resubmission.

Step 4–6 – Payment, Review, And Certificate Issuance

Once all documents are in place, the next step is to pay the incorporation fee through the e-ROC payment gateway. The system calculates the amount based on the company type and stated share capital, and payment is made by card or other accepted online method. I keep a copy of the payment confirmation, because it can be useful if something goes wrong with the portal.

After payment, the ROC reviews all submitted forms and attachments. Officers check names, addresses, signatures, share details, and whether the Articles match the details on Form 1. If they spot an issue, they send a message through the portal asking for corrections or new documents, and this is where many delays happen when people do not log in regularly to check for messages.

If everything is in order, the ROC moves to the final step and issues the Certificate of Incorporation digitally. This certificate shows the company name, the registered number (also known as the Business Registration Number), and the date on which the company came into existence. I download it immediately, store it securely in several places, and print certified copies for banks and other authorities.

Understanding Your Business Registration Number (BRN)

When the ROC approves incorporation, it assigns a Business Registration Number (BRN) to the new company. This BRN, sometimes called the company registration number, stays with the company for its whole life, even if the name changes later. I think of it as the company’s national identity card, because that is essentially how other institutions see it.

The BRN must appear on invoices, official letters, company websites, contracts, and other formal documents so that customers, banks, and regulators can identify the legal entity behind a name or logo. It is also needed when applying for a Taxpayer Identification Number with the Inland Revenue Department, opening a corporate bank account, applying for sector licences, and filing annual returns. Without a BRN, a company cannot properly transact as a company in Sri Lanka.

Post-Registration Formalities You Cannot Skip

Many people breathe a sigh of relief once the Certificate of Incorporation arrives and think the hard work is over, yet reform advocates have long highlighted the need for ongoing improvements to micro and small business compliance frameworks in Sri Lanka. In reality, there is a fresh set of legal tasks that must be completed very soon after company registration in Sri Lanka, and ignoring them can cause more trouble than the registration itself.

I treat the first thirty working days after incorporation as a critical window. During this time, the company must publish public notices, put basic corporate tools in place, register for taxes, and set up a bank account that can handle real business flows.

In practice, the immediate to-do list looks like this:

• Publish the public notice of incorporation in the Gazette and newspapers.

• Arrange a company seal and basic statutory records.

• Apply for a Taxpayer Identification Number (TIN).

• Open a corporate bank account in the company’s name.

• Start planning for any industry-specific licences that will apply.

The following sections cover each of these parts.

Public Notice And Company Seal

The Companies Act requires every new company to give public notice of its incorporation within thirty working days. This notice must appear once in the Government Gazette and once in a daily newspaper in each of the Sinhala, Tamil, and English languages that circulates where the registered office is located. The notice normally states the full company name, BRN, incorporation date, and registered office address.

If a company skips this step, the ROC can impose penalties on both the company and its directors, and that is not a good start for a brand-new entity. At the same time, I arrange for a company seal to be made, because banks, property registrations, and some contracts still expect sealed documents. The seal is an embossing tool kept under board control, and it should be locked away safely when not in use.

Tax Registration: Getting Your TIN

Soon after incorporation, the next move is to register with the Inland Revenue Department and obtain a Taxpayer Identification Number (TIN). This can be done through the IRD’s e-Services portal, and most of the information needed is already present in the company registration documents. I usually prepare the Certificate of Incorporation, a copy of Form 1, full details of directors, and the registered office and business address before starting the online form.

Once registered, the company becomes responsible for several types of taxes depending on its activities:

• Corporate income tax on profits, with quarterly self-assessment payments and an annual return.

• Value Added Tax (VAT) once turnover crosses the stated threshold, after which VAT is added to invoices and input VAT can be claimed on eligible purchases.

• Pay-As-You-Earn (PAYE) obligations if the company employs staff, so income tax can be correctly deducted from salaries above the personal threshold.

I always warn new owners that missing tax registrations or filing late can trigger penalties and interest that feel very heavy for a young business. Failing to register for taxes on time often costs far more in penalties than the small effort needed to register in the first place.

Opening A Corporate Bank Account

A separate corporate bank account is essential if a company wants to manage money properly and be taken seriously by clients, investors, and tax officers. Mixing personal and company funds in one personal account quickly becomes messy and can cause trouble in an audit or legal dispute.

Most Sri Lankan banks ask for a fairly standard set of documents before opening a company account, usually including:

• Original or certified copy of the Certificate of Incorporation.

• Certified copy of Form 1.

• Certified copy of the Articles of Association.

• A board resolution that authorises opening the account and lists who can sign.

• Identity documents and proof of address for all directors and signatories.

• The company’s TIN certificate.

Because each bank has small differences in its checklist, I always call ahead or check their website before visiting a branch.

“Separate accounts are not just an accounting preference; they are a legal shield for your personal assets.”
— Senior auditor based in Colombo

Registering A Business In Sri Lanka As A Foreign Investor

Foreign nationals and overseas companies often ask me how to register a business in Sri Lanka when they are not resident here. The good news is that Sri Lanka actively welcomes foreign investment in many sectors and has built clear channels for those investors to use. The more honest part is that the rules are stricter, and mistakes can be more expensive.

Alongside normal company registration in Sri Lanka through the ROC, most foreign-owned projects need to deal with the Board of Investment (BOI), visa rules, and special banking requirements. In this section I keep things practical and focus on what I see foreign investors deal with most often.

The Role Of The Board Of Investment (BOI)

The Board of Investment is the main state agency that handles foreign direct investment. When an overseas investor wants tax concessions, customs benefits, or to enter certain priority sectors, the BOI is usually the first office they should talk to. The investor submits a project proposal, and the BOI looks at expected employment, export potential, technology transfer, and how the project supports national development plans.

Many sectors with high foreign participation, such as export manufacturing or large tourism ventures, have minimum investment thresholds. These levels can depend on the sector, and that is one reason I always suggest speaking with the BOI or a local lawyer early. When the BOI approves a project, it issues a formal letter that is later used during ROC incorporation and banking arrangements. The BOI also helps with visas and residency for foreign directors and key staff linked to approved projects.

Investor Visa Programmes And Residency Options

Sri Lanka offers investor visa pathways that tie long-term stay to confirmed financial investment. At the time of writing, one option grants a five-year residency visa for a minimum investment in the range of one hundred thousand US dollars, while another offers a ten-year visa for around two hundred thousand US dollars. These figures can change over time, so I never rely on old hearsay.

These investor visas often allow the main applicant to bring close family members and to work within the approved business. Because the conditions and thresholds can shift, I always recommend checking current rules directly or through a qualified immigration lawyer. Advice.lk carries detailed guides on these visa options, written in English and supported by Sinhala and Tamil content, so it is a helpful starting point before any big commitment. I always advise confirming the current rules with a local attorney before wiring large sums.

Bank Accounts And Key Documents For Non-Residents

Foreign investors face extra banking rules compared with locals. One key requirement is the use of a Securities Investment Account (SIA) to channel foreign currency into Sri Lanka for investment purposes. This special account type helps regulators track foreign capital and is often needed for repatriating profits later.

Banks will usually ask non-residents for:

• Certified passport copies.

• Proof of overseas residential address, such as recent utility bills.

• Clear documents showing the source of funds.

• In some cases, a police clearance certificate from the investor’s home country or Sri Lanka.

On Advice.lk I break down the step-by-step process for opening bank accounts as a non-resident and for obtaining police clearance online, because these two areas cause the most confusion for overseas clients.

Industry Licences And Permits You May Need

Registering with the ROC gives a business a legal body, but it does not by itself give permission to operate in every sector. I often repeat the same warning – a certificate of incorporation is not the same thing as a trading licence. Many industries in Sri Lanka are regulated by separate authorities that issue their own permits.

To avoid nasty surprises, it helps to map out which approvals apply before signing leases or hiring staff. The examples below are some of the more common industry-specific licence needs that sit on top of basic business registration in Sri Lanka.

This table is only a starting point, and many niche sectors have their own regulators and standards. Before spending money on premises or equipment, I always suggest speaking with a local attorney or industry consultant who understands that specific field. Running a business without the correct licences can lead to fines, orders to close, confiscation of goods, and in serious cases even criminal charges.

Ongoing Compliance: What You Must Do Every Year

Registering a company is not a one-time event that ends when the certificate arrives. From that moment on, the company has ongoing duties under the Companies Act, tax laws, and sometimes sector regulators. I like to remind new directors that good standing with the ROC is not automatic; it is earned each year through steady compliance.

The easiest way to avoid trouble is to treat annual obligations as fixed items in the business calendar. In practice this means keeping registers up to date, holding the AGM on time, filing annual returns, and telling the ROC every time something important changes. Missing these steps can bring penalties or, in the worst case, have the company struck off the register.

Annual Legal And Administrative Obligations

Every company must keep certain statutory registers at its registered office, including lists of shareholders, directors, and any charges over company assets. I always keep both physical and digital copies, updating them whenever a director resigns, new shares are issued, or a loan is taken. When the ROC or a court needs to see who owns or controls the company, these registers are their first stop.

At least once each calendar year, the company must hold an Annual General Meeting (AGM) of shareholders. This meeting must happen within six months of the end of the financial year and not more than fifteen months after the previous AGM. The board presents the audited financial statements, answers questions, and passes any required resolutions, such as approving dividends or appointing auditors.

Within thirty working days of the AGM, an annual return must be filed with the ROC. This return confirms the registered address, director and shareholder details, and current share capital as at a certain date. On top of this, any changes in directors, company secretary, registered office, or share structure must be reported to the ROC promptly on the correct forms. Failing to notify changes is a breach in itself, not just a harmless oversight.

“Compliance is cheaper than non-compliance. The bill just arrives later.”
— Partner at a Sri Lankan accounting firm

Business Registration Renewal Fee In Sri Lanka

Many people search for “business registration renewal fee Sri Lanka” and get confused because the rules differ between company types. For companies, there is no single yearly renewal of the registration itself, but there are annual return filing fees payable to the ROC. The amount varies based on the company’s characteristics, and penalties apply when returns are filed late.

Sole proprietorships and partnerships registered with Divisional or Provincial Secretariats often have their own business name renewal processes with separate fees. These fees are usually modest compared with the cost of non-compliance, which can include surcharge penalties, legal risk, and in some cases cancellation of the registration. I always suggest checking the current fee schedules directly with the ROC or the relevant local office, because fee levels are revised from time to time.

How Advice.lk Can Help You Navigate Business Registration

When I started writing for Advice.lk, my main goal was to make Sri Lankan procedures simple enough that anyone could follow them without guessing. Advice.lk is not a law firm or a registration agency, but a locally rooted information platform that collects, tests, and explains processes in clear language. For someone working through how to register a business in Sri Lanka, that support can save a lot of time and stress.

On the site, the Sri Lankan Guides and Legal in Sri Lanka categories break down practical steps for company and individual business registration, tax numbers, and related tasks. There are also dedicated guides for supporting pieces that foreign investors care about, such as obtaining police clearance certificates online and opening bank accounts as a non-resident. Because rules change, I update these guides based on current government notices and real user experiences.

Advice.lk also offers consultations for people who prefer direct guidance. These can be virtual calls from anywhere in the world or in-person sessions in Colombo and Kandy, with coverage across most major cities. In a typical session, I walk through the person’s specific business idea, help pick the right structure, flag likely licence requirements, and explain which forms they must prepare.

For new companies wanting to go online quickly after registration, Advice.lk provides:

• Web hosting.

• Domain registration for .lk and .com addresses.

• Professional email services linked to the business name.

Having a clean domain and email pattern from the start makes a business look more trustworthy to clients, banks, and partners. All of this content and support is offered in Sinhala, Tamil, and English, so both locals and overseas readers can follow along in a language that feels natural. Whether someone is still comparing structures or ready to submit forms tomorrow, the guides on Advice.lk are free, locally verified, and written in plain language.

Conclusion

By now, the full path for how to register a business in Sri Lanka should feel far clearer. The process starts with picking the right structure, then moves through name reservation, preparing documents like Form 1 and the Articles of Association, and completing incorporation through the e-ROC portal. Once the certificate and BRN arrive, the focus shifts to public notice, tax registration, a proper bank account, sector licences where needed, and then steady annual compliance.

The steps can look long when listed on one page, but in practice each one is quite manageable when tackled in order. From my experience, the most common trouble points come from weak document preparation, missed tax registrations, and ignoring annual return deadlines. Paying attention to these foundations gives any new business a far stronger footing, whether it is a one-person service, a tech start-up, or a foreign-backed project.

For overseas investors, there is the extra layer of BOI rules, investor visas, and special banking channels, which is why I always recommend working with a local lawyer and using official BOI resources. Throughout all of this, Advice.lk stays available as an honest, ground-level guide with up-to-date articles and personal consultations. Sri Lanka is open for business — and with the right information, so are you.

FAQs

Question 1 – How long does it take to register a business in Sri Lanka?

When all documents are correct, incorporating a private limited company through the e-ROC portal can sometimes be completed within a few business days. Name reservation often takes three to five working days, while ROC review of the full application depends on workload and the quality of the submission. After incorporation, extra time is needed for TIN registration, bank account opening, and any sector licences. In practice, reaching full operational status can take anywhere from a couple of weeks to several months, depending on the industry and how quickly each step is handled.

Question 2 – What is the cost of business registration in Sri Lanka?

The cost of business registration in Sri Lanka has several parts. There is a non-refundable name reservation fee paid through e-ROC, followed by an incorporation fee that depends on the type of company and its stated share capital. After registration, there are costs for publishing the public notice in the Gazette and newspapers, making a company seal, and possibly paying a company secretary or lawyer. Ongoing costs include annual return filing fees, audit fees, and any business registration renewal charges for non-company structures. Professional fees can easily become the largest part of the bill, even though government charges stay relatively moderate.

Question 3 – Can a foreigner own 100% of a company in Sri Lanka?

In many sectors, foreign nationals and foreign companies can own one hundred per cent of a Sri Lankan company. Some sectors, especially those linked to land, national security, or certain services, have caps or extra conditions on foreign ownership. For most foreign-owned businesses, BOI approval and minimum investment levels apply, especially where tax concessions or residency visas are sought. Because these rules vary by sector and can change, I strongly suggest getting advice from a qualified local attorney before setting up the structure. Advice.lk’s guides on investor visas and non-resident bank accounts are a helpful starting point for that research.

Question 4 – What is the difference between a sole proprietorship and a private limited company in Sri Lanka?

A sole proprietorship links the person and the business into one, with no legal separation between personal and business assets. It is simple to register at the Divisional Secretariat, and income is taxed as personal income, but the owner carries unlimited personal liability for all debts. A private limited company, on the other hand, is a separate legal entity registered with the ROC, where shareholders normally lose only what they invested. It faces more reporting duties and corporate tax rules but offers protection and structure that matter once the business grows or takes on risk. For anyone with real growth plans, I usually favour the private limited route.

Question 5 – Is business registration in Sri Lanka available online?

Yes, much of business registration in Sri Lanka is now handled online. The ROC’s e-ROC portal manages name reservations, document uploads, fee payments, and issuance of the Certificate of Incorporation for companies. The Inland Revenue Department also offers online TIN registration and tax services through its e-Services portal. Some follow-up steps, such as publishing notices in newspapers or obtaining certain sector licences, still need offline action. Sri Lanka is also moving towards a national Digital ID system planned around 2026, which should make online verification for these processes smoother over time.

Question 6 – What documents are required for individual business registration in Sri Lanka?

For an individual business registration in Sri Lanka as a sole proprietor, the core document is an application form for registering the business name with the relevant Divisional Secretariat. The owner must provide a valid National Identity Card, along with proof of the business address such as a utility bill or letter from the local authority. A fee is payable when submitting the application, and some Secretariats may ask for extra supporting letters depending on the type of activity. Requirements can vary slightly by area, so I always suggest calling the local office before visiting. The process is far simpler than company incorporation, but it does not offer any personal liability protection.