To register a charity organization in Sri Lanka, you must first register a Company Limited by Guarantee (CLG) or an Association with the Department of Registrar of Companies (ROC) under section 32 or 34 of the Companies Act No. 7 of 2007.

Once incorporated, you can register the CLG or Association with the National Secretariat for Non-Governmental Organizations under the Voluntary Social Services Organizations Registration and Supervision) Act No 31 of 1980, provided that it meets the pre-qualifications required for registration as an NGO.

Below is a step-by-step guide on how to register a charity in Sri Lanka.

Steps to registering a charity in Sri Lanka as a company limited by guarantee

Step 1: Reserve Your Company Name

The first step in forming a company limited by guarantee company is to do a name check on the eROC website. If the name is available you should submit a name reservation application. Approved names are valid for three months from the date of approval.

When you reserve the company name, be sure to choose the type of company as ‘Guarantee (under section 32)’ and choose either ‘Ltd’, ‘Limited’ or ‘(Guarantee) Limited’ as the suffix.

i.e DEVI FOUNDATION (GUARANTEE) LIMITED

When choosing a name for your charity organization, there are several rules to keep in mind.

• Avoid terms like “Sri Lanka,” “State,” “Government,” “National,” or “President”, or anything that suggests your organization is officially linked to the government.
• Don’t use only abbreviations or letters, the full name behind them must be included.
• Using personal names requires permission from the National Secretariat.
• The name must appear only in Sinhala, Tamil, and English, or in all three languages together, on official documents, letterheads, and signboards. It should also be used consistently in communications with the government and others.

Step 2: Commence the incorporation and download the eROC system generated forms

Once the company name is approved, begin the incorporation process through the eROC dashboard. You will be directed to fill out the details required such as their NIC/Passport numbers, address and contact information etc for founding members, directors and the secretaries.

To form a company limited by guarantee under Section 32, there must be at least two members, two directors, and a registered company secretary.

Step 3: Draft objects clause and Articles of Association

A company limited by guarantee is a type of company without share capital, where the liability of its members is limited to a specified amount they agree to contribute as a guarantee in the event the company is wound up.

In the objects clause, you must specify the purpose and objectives the charity organization intends to achieve.

You can either choose to distribute profits or prohibit distribution of profits.

Your objects clause must have mandatory provisions in the guidelines published by the Registrar of Companies under the section 32 of the Companies Act. Make sure to mention that the minimum number of members and directors is two. The clauses on liability, guarantee, profit distribution, and the duties and powers of directors must be carefully drafted to comply with the Act.

Finally, the founding members must sign the company’s Articles.

Step 4: Submit charity organization registration form 05, form 18 and form 19 with the Articles of Association

Form 05 is the application for incorporation of a company limited by guarantee and must be signed by the initial members, initial directors and the initial secretary. Each initial director must sign a Form 18 expressing their consent to act as directors of the company. In Companies Limited by Guarantee, the secretary must always be a qualified registered company secretary with a valid certificate of practice.

Remember to place your hand-written (wet-ink) signature on all documents as the ROC does not accept e-signatures. Once signed, upload color-scanned copies of the forms and articles to the eROC system.

You must also attach scanned copies of the National Identity Cards (NIC) of members and directors if they are Sri Lankan citizens. For foreign members or directors, provide a scanned copy of the passport data page. Note that the ROC does not accept passports for Sri Lankan citizens.

Step 5: Pay company incorporation fees

Forming a Company Limited by Guarantee with two Directors and one Secretary costs Rs. 45,000. Each additional Director or Secretary costs Rs. 2,300. These fees cover only the government filing fees.

Step 6: Receive the certificate of incorporation

Once the Registrar of Companies approves the forms and Articles, the Certificate of Incorporation will be emailed to you.

Steps to registering a charity in Sri Lanka as an association

Step 1: Reserve Your Company Name

First, check if your proposed charity name is available. If there’s no similar company already registered, you can reserve the company name. When reserving your association name, be sure to select Guarantee (Under section 34). Unlike companies, associations do not use the words “Guarantee Ltd” at the end.

i.e DEVI FOUNDATION

Once name approval is granted, you have three months’ time to register the association.

Step 2: Draft objects clause and Articles of Association

Similar to companies limited by guarantee, associations also do not have a share capital. In an association, members’ liability is limited to the amount they agree to contribute if the company is dissolved.

The main difference between an association and a company limited by guarantee is that an association cannot distribute profits.This restriction must be clearly stated in its Articles.

Additionally, certain mandatory clauses must be included in the objects clause of an association’s Articles, as required under the guidelines relating to Section 34 of the Companies Act.

Step 3: Submit draft Articles of Association

Once the initial members have signed the Articles, upload a scanned copy to the ROC for approval.

Step 4: Publish your Objectives and Articles of Association in at least one newspaper in all three languages

While waiting for the ROC’s approval, you should publish the association’s objects in a newspaper in Sinhala, Tamil, and English.

Step 5: Submit charity organization registration form 05, form 18 and form 19 with approved Articles.

Once the Articles are approved, upload scanned copies of the eROC registration Forms 05, 18, and 19.

Step 6: Give public notice of incorporation in the Gazette and at least one newspaper in all three languages.

This is the final step in registering an association. Once the Registrar of Companies (ROC) approves your documents, they will issue a Certificate of Registration. A notice must then be published in the gazette and in at least one newspaper in all three official languages, including the association’s name, registration number, and registered address.

How to register your charity as an NGO in Sri Lanka

Under Section 3 of the Voluntary Social Service Organizations (Registration and Supervision) Act No. 31 of 1980, every voluntary organization must register with the National Secretariat for NGOs.

Prerequisites for NGO Registration

Before registering a charity organization as an NGO, there are some important prerequisites.

First and foremost, the articles of association must clearly prohibit the distribution of profits or any surpluses generated through fundraising activities. The organization should have the financial capacity to operate and be funded through public contributions, charitable donations, grants, domestic or foreign funds, or government support. Board members cannot receive salariesthough they may receive allowances.

The board of directors must include at least five members. No more than two members from the same family such as spouses, children, parents, or siblings can serve on the board at the same time. The majority of board members should be local individuals, and for international NGOs, at least one local person must be included to manage the local office.

NGO registration procedure

International and national level NGOs

For international and national-level NGOs, you should submit the NGO registration application form to the Registrar/Director General with all required supporting documents. Once the application is complete, it is forwarded to the Ministry of Defense, Ministry of Foreign Affairs, and other relevant ministries for clearance. After these clearances are obtained, the Director General reviews the application. If everything is in order, your registration certificate will be issued.

District and divisional level NGOs

For district- and divisional-level NGOs, the process is similar, but applications are submitted to the Divisional Secretariat. After reviewing the submission, the Divisional Secretariat may request additional information. Once all reports are reviewed and the organization meets the requirements, it will be officially registered, and the National Secretariat for NGOs will issue the registration certificate.

Register your charity organization in Sri Lanka with a Counselit Secretary

When you register your charity with a Counselit-qualified registered company secretary, we handle everything for you, from advice on board structure and adding initial members, to company formation, NGO registration, and opening a company bank account.

Call us at +94 760 011 066 or book a free 30-minute consultation to discuss how we can assist you with registering your charity organization in Sri Lanka.