Registered Company Secretary In Sri Lanka

Registered Company Secretary in Sri Lanka

Our Registered Company Secretaries in Sri Lanka are here to guide you through every step of the company registration process, from obtaining name approval to preparing and filing your Articles & eROC forms, and ensuring your company complies with all legal requirements under the Companies Act.

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Professional Company Secretary Services in Sri Lanka

What Does Our Registered Company Secretary Services Include?

According to section 221 (1) of the Companies Act No. 7 of 2007, it is mandatory for every company incorporated in Sri Lanka to have a company secretary. Counselit Registered Company Secretary will handle all pre- and post-incorporation filings to set up your company in Sri Lanka, including incorporation forms, your articles, annual returns, to ensure your company stays fully compliant with the Companies Act.

Company Registration

Company registration name check, drafting Articles of Association, preparation of Business Registration Forms, submission of company incorporation eROC forms.

Appointment of Company Secretary

When you apply to register a company in Sri Lanka, you can retain Counselit as your company secretary and file Form 19 (Consent of Secretary).

Licenses and Permits

Obtain the necessary licenses, permits, certifications, or approvals from relevant authorities before incorporating your company with the ROC.

Banking Account Set-up

Assist with opening business bank accounts for your company, preparing board resolutions and signing bank forms.

Filings with Registrar of Companies (ROC)

Submit eROC requests to update your company name, address, and director or secretary changes with the Registrar of Companies.

Annual Return Filing

Prepare and file annual return (eROC Form 15) with the Registrar of Companies

Share Issuance

Manage the process of issuing shares in your company, including filing Form 06, issuing share certificates, and maintaining the share register.

Board Meetings

Advise directors on issues to be discussed, prepare and distribute meeting documents, record minutes, and draft and certify board resolutions.

Annual General Meetings (AGM) or Extraordinary General Meeting (EGM)

Issuing meeting notices, preparing meeting agendas, annual AGM documents for shareholder signatures, and ensuring proper voting procedures.

Company Records

Keep company records up-to-date: register of directors and secretaries, register of company charges, directors’ share interests, share register and the minutes book.

Due Diligence

Conduct regular due diligence and KYC checks on company officers to ensure compliance and transparency.

Corporate Governance

Advising the board on regular compliance matters. corporate governance best practices & facilitate effective communication between the board, shareholders, and stakeholders.

Who can be a Company Secretary in Sri Lanka?

If your company has a stated capital of LKR 500,000 or more, or an annual turnover of at least LKR 1 million, you’re required to appoint a qualified company secretary. The Companies (Secretaries) Regulations No. 1 of 2023 sets out the qualifications required to serve as a company secretary in Sri Lanka. Your secretary can be an individual who is a Sri Lankan citizen above 18 years old, or a registered sole proprietorship, partnership, or company owned by Sri Lankan citizens that engage in company secretarial services.

Be a Sri Lankan Citizen

The person must be a Sri Lankan citizen who is above 18 years of age. Majority of the shareholding of a company must be held by citizens of Sri Lanka.

Engaged in Company Secretarial Services

The Articles of Association of a company must state it engages in company secretarial practice, and the Business Registration Certificate of the sole proprietorship or partnership must specify that it is engaged in company secretarial practice.

Certificate of Practice

The individual, sole proprietor, every partner of a partnership, or one of the company directors must hold a valid Certificate of Practice (CoP) as a secretary issued by the Registrar of Companies

Professionally qualified

In the case of an individual, they must be either an Attorney-at-Law or a member the Institute of Chartered Accountants of Sri Lanka, the Institute of Chartered Corporate Secretaries of Sri Lanka, the Chartered Institute of Management Accountants (UK), the Institute of Certified Management Accountants of Sri Lanka, or the Chartered Governance Institute (UK and Ireland).

Who is disqualified from being a Company Secretary?

A person shall be disqualified from serving as a company secretary in Sri Lanka for any of the following reasons.

Unsound mind

Declared by a competent court to be of unsound mind.

Insolvency

Adjudged insolvent or bankrupt without a certificate from a competent court that insolvency or bankruptcy was due to inevitable losses or misfortune.

Criminal Conviction

Convicted by a competent court in or outside Sri Lanka of any crimes involving moral turpitude.

Removal by Registrar

Ceases to have the qualifications or officially removed from the register by the Registrar of Companies.

Why work with a Counselit Company Secretary?

Counselit Company Secretaries are experienced Attorneys-at-Law, specializing in business, IP, contract, and tax laws, and hold a valid Certificate of Practice from the Department of Registrar of Companies in Sri Lanka. You’ll have the opportunity to work directly with a qualified lawyer right from our first conversation and receive personalized legal support for your company registration process and all pre- and post-incorporation compliance needs.

We leverage modern technology to connect with our clients, allowing you to work with a company secretary entirely online from the comfort of your home or office. Everything is done online, making the process seamless and convenient for you.

Expert legal support

Qualified Registered Company Secretary

Work with a qualified lawyer who is a Registered Company Secretary holding a valid 'Certificate of Practice' as your company secretary.

Compliance Management

Keeping Your Company Compliant

We make sure your company's share registers, board resolutions, minutes and statutory records are properly maintained and updated to ensure full compliance with the Companies Act.

Does your company need a Registered Company Secretary in Sri Lanka?

For companies with a turnover exceeding Rs. 1 million per annum or a stated capital above Rs. 500,000, it is a legal requirement to appoint a registered Company Secretary.

Companies that do not meet this threshold can appoint any Sri Lankan citizen over 18 years of age as their company secretary, and this person does not need to be a registered company secretary.
Who can be a qualified Registered Company Secretary in Sri Lanka?

In Sri Lanka, to be a qualified Company Secretary, a person should hold a professional qualification, including Attorneys-at-Law (Lawyers), Institute of Chartered Accountants of Sri Lanka (ICASL), members Association of Chartered Secretaries and Administrators of Sri Lanka (ACSA), members Chartered Institute of Management Accountants (CIMA) members, members of other institutes approved by the Minister that offer relevant courses in company law or secretarial practice or individuals with special qualifications in company secretarial work approved by the Minister.
Can a firm be appointed as a company secretary?

In addition to a professionally qualified individual, a firm, such as a sole proprietorship or partnership with a business registration certificate, or a company with majority Sri Lankan shareholding, can be appointed as a company secretary, as long as the business registration certificate or Articles of Association specifically mentions that it engages in company secretarial services.

In the case of a firm, the sole proprietor, every partner, or at least one of the directors must hold a valid Certificate of Practice.
What does a Company Secretary in Sri Lanka do?

A company secretary in Sri Lanka is responsible for the corporate governance of a company and ensuring all directors and shareholders are informed of their legal obligations under the Companies Act, such as filing annual returns. The responsibilities of a company secretary can vary depending on the type of company, whether it is a private limited company, public limited company, or a listed company.

Duties of a Company Secretary in Sri Lanka
1. Maintaining and keeping company registers up-to-date.
2. Filing notices of appointment, removal, or resignation of directors, secretaries, or auditors.
3. Preparing and submitting annual return filings.
4. Filing changes to the company name, address, contact number, nature of business, or financial year-end.
5. Handling share-related transactions such as share transfers, capital increases or reductions.
6. Attending board and shareholder meetings, preparing agendas, notices, and recording minutes.
7. Advising the board of directors on meeting matters and preparing board resolutions.
8. Keeping the board of directors informed of ROC filing deadlines.
9. Providing ongoing advice to the board on compliance and regulatory changes.
10. Conducting KYC and due diligence on company officers.
11. Managing company seal use.
12. Handling shareholder correspondence.
What are the documents required to appoint a company secreatry in Sri Lanka?

As per section 221 (2) of the Companies Act No. 7 of 2007, you will need to obtain Consent and Certificate of Secretary (Form 19) from your Company Secretary and submit it along with the other company incorporation documents when registering your company. Form 19 requires the registration number of the Secretary (if the Secretary is a registered Company Secretary) and the date of the Secretary's appointment.

More Than A Company Secretary, We Are Your Lifetime Business Partner

Book a call with a Counselit Company Secretary today. We’ll answer your questions about online company registration process and pre- and post-incorporation compliance to help you start off on the right track from day one.

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