Sri Lanka - Establishing an Office

Potential investors should start discussions with the Investment Board (BOI) prior to the establishment of a company in Sri Lanka or a coordinating office. Several exceptions allow for one hundred foreign ownership. List of regular domains in which foreign ownership is limited or requires approval by the necessary institutions www.boi.lk.

A foreign company registered under the Companies Act of 2007 may need to continue trading as a subsidiary, project, contact or representation under the terms and conditions published in the Gazette of the foreign exchange regulations for 2017.

The Internal Revenue Act of 2017, implemented on April 1, 2018, includes corporate income tax rates for corporate investment and capital investment in certain areas (subtraction). The BOI law provides for two types of investment approval, permitting concessions and without any other concessions.

Upon approval by the BOI, the investor is required to establish a limited liability company. Companies must be registered in the company register. The proposed company name should approve the company's register.

The unique name of the company can be found at www.drc.gov.lk. The application for registration should be harmonized with the member of association with the first directors and secretaries-general (Form 18 and Form 19), as well as on the application form (Form 1). BOI Under Article 17 of the Law, approved enterprises must include the main objective approved by the BIO in the Statute. 

Registration fee is about 100 USD. Application forms can be downloaded from www.drc.gov.lk. According to Article 2 of the Companies Act of 2007, each company should have a company secretary.

Companies should receive a public notice of their establishment through a newspaper and newspaper advertisement and register with the Department of Internal Revenue and the Department of Labor. A foreign company, such as a contact office or representative office, should send the funds needed for installation and maintenance through the upcoming Investment Account (IAAA).