Sri Lanka Business Registration Guide

the Sri Lanka business registration and incorporation for 2026. The guide covers: the Registrar of Companies (ROC) — the primary authority for the company registration under the Companies Act (Act No. 7 of 2007); the TIN (Taxpayer Identification Number) — the tax registration with the Inland Revenue Department (the "IRD"); the VAT registration — the mandatory registration for the businesses with the annual turnover exceeding LKR 120 million; the EPF/ETF registration — the social contribution registration for the employers; the BOI registration — the Board of Investment registration for the investment incentives; the private limited company vs public vs partnership — the comparison of the business forms; the branch of foreign company registration — the registration requirements for the foreign companies establishing the presence in Sri Lanka.

Registrar of Companies (ROC) — Company Registration

ROC registration: The company registration in Sri Lanka is conducted through the "Registrar of Companies" (the "ROC" — the "Department of the Registrar of Companies") under the Companies Act (Act No. 7 of 2007). The ROC maintains the "Register of Companies" and issues the "Certificate of Incorporation".
Registration process: The registration is submitted through the "e-ROC" online system (the "online company registration portal"). The registration package includes: (a) the "Memorandum and Articles of Association" (the "M&A") — the constitutional document of the company; (b) the "Form 01" — the application for the incorporation; (c) the "Form 02" — the statement of the registered office; (d) the "Form 03" — the particulars of the directors and the secretary; (e) the "consent forms" signed by the directors and the secretary.
Registration timeline: The standard registration timeline is approximately 5 to 10 working days from the submission of the complete application. The "fast-track registration" is available within 2 working days for the additional fee. The company is legally incorporated on the date of the issuance of the Certificate of Incorporation.
Name clearance: The proposed company name must be cleared by the ROC through the "name reservation" process. The name must NOT be identical or deceptively similar to the existing company name. The name must end with the appropriate suffix: "Private Limited" (the "Pvt Ltd"), "Limited" (the "PLC" — the "Public Limited Company"), or "Limited Liability Partnership" (the "LLP").

TIN (Taxpayer Identification Number) from IRD

Mandatory TIN registration: The newly incorporated company must register for the "Taxpayer Identification Number" (the "TIN") with the "Inland Revenue Department" (the "IRD") within 30 days of the incorporation. The TIN is the 9-digit number (the "XXXXXXXX-X") used for the tax filing and the payments.
Application process: The TIN application is submitted through the "IRD online portal" (the "e-TIN registration"). The required documents: (a) the Certificate of Incorporation, (b) the Memorandum and Articles of Association, (c) the proof of the registered address, (d) the identification of the directors, (e) the declaration of the beneficial ownership.
Income tax registration: The TIN registration automatically registers the company for the "Corporate Income Tax" (the "CIT") — the standard CIT rate is 24% (the "standard rate"), with the reduced rate of 14% for the small and medium enterprises (the "SMEs" with the annual turnover below LKR 500 million) and the rate of 30% for the "specified businesses" (the gaming, the tobacco, the liquor).

VAT Registration — >LKR 120M Turnover

VAT registration threshold — LKR 120 million: The business with the annual turnover exceeding LKR 120 million (approximately USD 330,000) in the preceding 12 months must register for the "Value Added Tax" (the "VAT") under the VAT Act (Act No. 14 of 2002, as amended). The VAT registration is with the IRD through the "VAT registration" application.
Standard VAT rate — 15% (2026): The standard VAT rate in Sri Lanka is 15% (the "VAT rate" — increased from 8% to 15% effective from January 1, 2023, under the VAT (Amendment) Act No. 21 of 2022). The zero-rated supplies include: the exports, the international transport, and the certain BOI supplies. The exempt supplies include: the financial services, the insurance, the education, the healthcare, and the agricultural products.
Voluntary registration: The business with the turnover below LKR 120 million may voluntarily register for the VAT. The voluntary registration is beneficial for the businesses that make the zero-rated supplies (the "exporters") and wish to claim the input VAT refund. The voluntary registration requires the IRD approval.

EPF/ETF Registration

Employer registration: The employer must register with the "Employees' Provident Fund Department" (the "EPF Department") and the "Employees' Trust Fund Board" (the "ETF Board") within 14 days of hiring the first employee. The registration is through the "EPF/ETF online portal" (the "e-EPF" system).
Registration numbers: The employer receives: (a) the "EPF Employer Registration Number" — the unique number for the EPF contribution remittance; (b) the "ETF Employer Registration Number" — the unique number for the ETF contribution remittance. The employer must display the registration numbers on the payroll records.
Monthly returns: The registered employer must submit the monthly EPF and ETF returns (the "Form EPF 3" and the "Form ETF 3") by the 15th day of the following month. The returns include the contribution details for each employee — the name, the NIC (the "National Identity Card number"), the basic salary, the EPF and ETF contributions, and the total remittance.

BOI Registration for Investment Incentives

BOI registration: The "Board of Investment" (the "BOI" — the "Investment Promotion Agency of Sri Lanka") offers the special tax incentives and the facilitation services to the qualified investors under the BOI Act (Act No. 17 of 1990, as amended). The BOI registration is voluntary — the company may choose to operate outside the BOI regime.
BOI incentives: The BOI-registered companies enjoy: (a) the "tax holidays" — the complete CIT exemption for 5 to 20 years depending on the sector (the IT, the manufacturing, the tourism, the agriculture, the infrastructure); (b) the "concessionary tax rates" — 2% to 14% CIT after the holiday period; (c) the "customs duty exemptions" — the duty-free import of the capital goods and the raw materials; (d) the "VAT exemptions" — the exempt supply of the goods and the services for the BOI projects; (e) the "worker visa facilitation" — the streamlined work visa process for the foreign employees.
Application process: The BOI application is submitted through the "BOI online portal" (the "e-BOI"). The application requires: the business plan, the financial projections, the investment details, the employment projections, and the environmental impact assessment (if applicable). The BOI approval timeline is approximately 30 to 90 days depending on the complexity.

Private Limited Company vs Public vs Partnership

Private limited company (Pvt Ltd): The "Private Limited Liability Company" (the "Pvt Ltd") is the most common business form in Sri Lanka. The key features: the minimum of 2 shareholders and 1 director; the maximum of 50 shareholders; the restriction on the transfer of the shares; the prohibition on the public invitation to subscribe for the shares; the liability limited to the company's assets; the minimum capital of LKR 1,000 (the nominal capital, no minimum paid-up capital requirement).
Public limited company (PLC): The "Public Limited Company" (the "PLC") is suitable for the large businesses seeking the public capital. The key features: the minimum of 7 shareholders and 3 directors (including at least 1 independent director); the shares are freely transferable; the shares may be listed on the Colombo Stock Exchange (the "CSE"); the prospectus required for the public offering; the stricter regulatory oversight under the Securities and Exchange Commission (the "SEC") and the CSE listing rules.
Partnership: The "Partnership" is the unincorporated business form governed by the Partnership Ordinance (No. 5 of 1929). The key features: the minimum of 2 partners and the maximum of 20 partners; the unlimited liability of the partners (the partners are jointly and severally liable for the partnership debts); the partnership is NOT the separate legal entity; the partnership income is taxed in the hands of the partners (the "pass-through taxation") at the individual IIT rates of 6% to 36%; the partnership registration is with the Registrar of Companies (the "ROC") under the Business Names Registration Act.

Branch of Foreign Company Registration

Registration requirements: The foreign company (the "overseas company") that wishes to establish the branch in Sri Lanka must register with the ROC under the Part X of the Companies Act. The registration requires: (a) the "Form 42" — the application for the registration of the overseas company; (b) the certified copy of the "Certificate of Incorporation" from the home country; (c) the "Memorandum and Articles of Association" (or the equivalent constitutional documents); (d) the "Form 44" — the particulars of the directors and the secretary; (e) the "Form 45" — the address of the registered office in Sri Lanka; (f) the "consent to act" from the authorised representative in Sri Lanka.
Tax registration: The registered branch must obtain the TIN from the IRD and register for the VAT if the turnover exceeds LKR 120 million. The branch is subject to the corporate income tax at the standard rate of 24% on the Sri Lankan-source income. The branch profits remitted to the head office are subject to the "branch profit remittance tax" at the rate of 10% on the after-tax profits.
Timeline and the costs: The branch registration timeline is approximately 10 to 20 working days. The costs include: the government registration fees (approximately LKR 50,000 to LKR 100,000), the notarisation and the apostille fees for the foreign documents, and the professional fees for the legal and the accounting services.