drc.gov.lk Registration Of A Company Sri Lanka : Department of Registrar of Companies

Name of the Organisation : Department of Registrar of Companies (drc.gov.lk)
Type of Announcement : Registration Of A Company
Country : Sri Lanka
http://www.drc.gov.lk/intro/

Procedure for the Registration of a Company:

How To Obtain A Name Approval :

Private, Public, Public Quoted, Guarantee , Foreign, Off-Shore, Unlimited Companies & Associations should get name reservation .

Related :

Director Generals Office Of Merchant Shipping Sri Lanka Ships Registration : https://www.statusin.org/839.html

Step :
1 You must first search the database of the registered companies through this portal or using the books kept on the information counter of Registrar-General of Companies (ROC) for possible similar names..
2 After you verify the availability of the Name, fill the Name search form ( ie A16) in this portal or manually using the form collected from the information counter of the ROC
3 The form A 16 is examined by at the public information counter (if you hand over the form). More information may be requested depending on the manner in which the forms have been filled. This may be done by e-mail if portal is used. If the name includes initials please indicate what those initials stand for.
4 You can either send a Name search application using this portal paying Rs. 581.00 (fees Rs. 1000/= + 12% VAT + Processing charges) (only Sampath e-Wallet, Mater and Visa cards are accepted) or submit manually paying Rs. 1120.00 (Fees Rs1000/= +12% VAT) to the Shroff counter at the Department of ROC
5 The Name verification document is sent to the database administrator who will run a search for similar names which he will list and submit send it to the Registrar-General of Companies
6 The Registrar-General of Companies (or his Officers) have the sole discretion to approve the name s delegate authority to approve. He may approve the name OR request more information OR a change to the proposed name. If the name is approved. Approval Number can be collected over the information counter of ROC or if sent through the portal will be e-mailed the following day.
This Reservation valid only for a period of 3 months from the date of application

How to Register a Private Company :

1 Obtain a name approval (as above)
2 (a) After obtaining the name approval, Form No. 1, 18, and 19 together with two copies of Articles of Association should be prepared (on A4 paper). All forms should be printed or typewritten. (Section 475) . Hand written forms will not be accepted
Form 1 – REGISTRATION OF A COMPANY
Form 18 – CONSENT AND CERTIFICATE OF DIRECTOR)
Form 19 – CONSENT AND CERTIFICATE OF SECRETARY / SECRETARIES
Articles of the Association :
(b) May be prepared according to the First Schedule (Model Article) in the Companies Act No. 7 of 2007(Page 414).articles of association set out in the First Schedule hereto (hereinafter referred to as “model articles”)shall apply in respect of any company other than a company limited by guarantee, except to the extent that the company adopts articles which exclude, modify or are inconsistent with the model articles.
(c) The articles of a private company shall include provisions which?
(a) prohibit the company from offering shares or other securities issued by the company to the public; and
(b) limit the number of its shareholders to fifty, not including shareholders who are?
(i) employees of the company; or
(ii) former employees of the company who became shareholders of the company while being employees of such company and who have continued to be shareholders after ceasing to be employees of the company.
3 Submit the above mentioned documents to the information counter to check whether they are in the correct format. If it is ‘ok’ submit it to the Shroff counter. The registration fees are Rs 16,800.00 including VAT (Form 1 – Rs. 15000/= , Form 18 – Rs. 500/= , Form 19 – 1000/= , Articles of Association – Rs 1000/= +12% VAT)
4 If contents of the forms & articles are correct the certificate can be collected over the counter by producing the payment receipt next day.
5 A company shall within thirty working days of its incorporation under this Act, give public notice*of its incorporation, specifying
(a) the name and company number of the company ; &
(b) the address of the company’s registered office.
(*public notice- Where public notice of any matter is required to be given under this Act, that notice shall be given by publishing a notice of that matter?
(a) in at least one issue of the Gazette; and
(b) in at least one issue of a daily newspaper in the Sinhala, Tamil and English (three papers) languages, circulating in the area in which?
(i) the company’s place of business;
(ii)if the company has more than one place of business, the company’s principal place of business; or
(iii)if the company has no place of business or the location of neither its principal place of business nor any other place of business is known to the person required to give the notice, the company’s registered office, is situated. (Extracted from 530th clause of Companies Act No. 7 of 2007)
Further information If one would like to a register private company with shares issued to a foreign investor, it should be either get BOI approval or can be register without getting BOI approval if it is not violating the limitations under section 3 of the extraordinary gazette notification No. 1232/14 dated 2002.04.19 published under the ex change control act (chapter 423 of the CLE). When preparation of articles for these, inclusion of Primary Objects are mandatory

All forms must be printed or typewritten. :
Issued by the Department of the Registrar General of Companies,
400, D.R.Wijewardena Mawatha,
Colombo 10,
Sri Lanka.