How to Register a Company in Sri Lanka as a Foreigner (2026)

Yes, you can register a company in Sri Lanka as a foreigner. In most sectors you can own 100% of it, and you file everything online through the Registrar of Companies’ eROC portal. The main tasks are checking that your sector allows foreign owners, choosing a company type, appointing a local company secretary, reserving a name and filing your documents. You must also report who owns the company. This 2026 guide walks you through each step, from your first check to your Certificate of Incorporation.

Whether you are starting a small business, expanding an overseas company or investing with a local partner, follow the steps in order. Each one explains what to do and what to watch for. Start with Step 1 and check your sector before you spend any money. 

Step 1: Check If Your Business Type Is Allowed for Foreigners 

Sri Lanka lets you own 100% of a company in most sectors. A few sectors have limits, so check yours first. The table below shows how much of a company you can own in each type of business.  

Foreign Ownership	Business Types
Up to 100%	Most sectors, such as IT, BPO, tourism and construction
Up to 40%	Growing and first processing of tea, rubber, coconut, cocoa, rice, sugar and spices; mining; local timber industries; deep-sea fishing; mass communication; education; freight forwarding; travel agencies; shipping agencies; goods under export quotas
Not allowed	Pawnbroking, coastal fishing, and retail trade with foreign capital under US$5 million

You can go above 40% with special approval from the Board of Investment (BOI). Step 2 explains how.

Some sectors also need approval from the related government authority before you register. Examples are air transport, lotteries and arms manufacturing. 

Additionally, land has its own limit. Foreigners and companies with 50% or more foreign shareholding generally cannot buy land in Sri Lanka. You can lease it for up to 99 years. 

Important Note: Before you spend money on anything else, ask your company secretary to confirm the rules for your sector. 

Step 2: Find Out If You Need Board of Investment (BOI) Approval

Most foreign-owned companies do not need BOI approval. If your sector allows 100% foreign ownership, you can register directly through the Registrar of Companies.

You need BOI approval if you want to own more than 40% of a company in a limited sector, such as tea, mining or education (see Step 1). If you do need approval, there are two routes, and the table below compares them. 

BOI Route	Minimum Investment	Tax Benefits
Section 16	US$250,000	None
Section 17	Depends on your sector	Yes, limited

The US$5 million figure you may see online is the retail trade rule. It is not a general BOI minimum.

How to apply:

1. Meet the BOI and explain your plan.
2. Submit your application with a project proposal and draft Articles of Association.
3. Wait for approval. The BOI’s legal head approves your draft Articles before you register.
4. Register your company with the BOI-approved Articles.

Your money must come into Sri Lanka through an Inward Investment Account. Step 6 covers this. 

Step 3: Choose Your Company Type

Most foreigners choose a private limited company. It is the simplest option and suits most small and medium businesses.

Sri Lanka has three main types you can pick from, and the table below shows how they differ.

Type	Best For	Key Points
Private limited company	Most foreign owners	1 to 50 shareholders. One person can own all the shares. Limits your personal risk. The name ends in “(Pvt) Ltd”.
Public limited company	Raising money from the public	Costs more to register (Rs 26,400 versus Rs 5,200, before VAT). Rules are stricter.
Branch (overseas company)	Foreign companies extending their existing business	Not a separate company. You must bring in at least US$200,000 if the branch earns income.

A branch has fewer allowed sectors than a company. It cannot do money lending, mining, freight forwarding, shipping agency work or lotteries. It also cannot farm or process tea, rubber, coconut or rice.

A liaison or representative office has no minimum investment, but it cannot earn income in Sri Lanka.

If you are starting fresh, choose a private limited company. Choose a branch only if you want to operate under your parent company’s name. 

The steps below cover a private limited company. A branch registers through a different process, so ask your secretary which forms and documents it needs. 

Step 4: Appoint a Local Company Secretary

Every Sri Lankan company must have a company secretary, so you cannot skip this step. The secretary files your documents with the Registrar and keeps your company records. Your application cannot go through without their signed consent, called Form 19.

The table below shows who can act as your secretary.

Who	Requirement
An individual	Holds a Certificate of Practice from the Registrar. Usually a lawyer or a member of a body such as CA Sri Lanka.
A law or accounting firm	Is registered to practise as a company secretary.

Most foreign owners hire a local law or accounting firm. Choose your secretary before you open eROC, because you need their details and consent to fill in the application. Your secretary can also handle the name search and reservation in the next step.

If you are your company’s only director, you cannot also be the secretary. Your secretary must be a different person.

Check that your secretary is on the Registrar’s list of registered secretaries before you sign anything. 

Step 5: Choose and Reserve Your Company Name

Your company name must be unique and follow a few rules. Check them first so the Registrar does not reject your name.

The table below lists the main rules.

Rule	What It Means
Ending	A private company’s name must end in “(Private) Limited” or “(Pvt) Ltd”.
Unique	It cannot match another company. Changing “&” to “and”, or changing spaces or punctuation, does not make a name different.
Not misleading	The Registrar can reject a name that gives the wrong idea about your business.
Restricted words	“Sri Lanka”, “National”, “State”, “President”, “Society” and “Co-operative” need the Minister’s consent.

Your secretary can do all of this for you. If you do it yourself, follow these steps:

1. Search the name on the eROC website. It is free and needs no login.
2. Create an eROC account with your email.
3. Enter your company type and name. The system checks it against the rules.
4. Enter the name in Sinhala and Tamil too.
5. Upload the required documents and pay by card. The name fee is Rs 2,600 before VAT.

A Registrar officer reviews your request and may ask you to change the name. Have two or three backup names ready. 

Important Note:You can also use our free company name checker. It searches the Registrar of Companies’ eROC name database and checks whether the matching .lk and .com domains are available. A clear result is not a reservation, so you still need to reserve the name on eROC. 

Step 6: Arrange a Local Address, Directors and Shareholders

Your company needs an address, people to run it, and a record of who owns it. Work through these four items in order.

1. Registered office: You need a physical address in Sri Lanka. Many foreign owners use their company secretary’s office.
2. Directors: You need at least one director, and foreigners can serve. Ask your secretary if one director must live in Sri Lanka, as sources give different answers.
3. Shareholders: A private company can have 1 to 50 shareholders. One person, or one company, can hold all the shares. Foreign shareholders must send their money in through an Inward Investment Account. The company must issue the shares within 90 days of receiving it.
4. Beneficial owners: A beneficial owner is anyone who owns or controls 10% or more of the company. You must report each one when you register, including their name, passport number, address and share of ownership.

You must also name an “authorised person” who keeps the ownership record. This must be a person living in Sri Lanka.

Some details, such as name and nationality, become public. False or missing details can lead to a fine of up to Rs 1 million or up to 10 years in prison. 

Step 7: Prepare the Articles of Association

The Articles of Association are your company’s rulebook. They explain how the company is run, how shares work and what the directors can do. You must upload them when you apply.

You have two choices:

Option	Best For
Model Articles	Simple companies. They apply automatically, and the Registrar has a sample to download.
Custom Articles	Companies with special needs, such as several owners or different share types.

Whichever you choose, follow these steps:

1. Write the business objectives. The Registrar asks you to state them when any shareholder is a foreigner.
2. Put the company name on the first page in English, Sinhala and Tamil. Foreign-owned companies must do this.
3. Include the private company rules. The Articles must ban public share offers and limit shareholders to 50.
4. Sign them. Every first shareholder must sign.

If you need BOI approval (Step 2), send your draft Articles to the BOI first. The BOI must approve them before you register.

Your company secretary can prepare the Articles for you. Read the draft before you sign, because changing Articles later takes extra filings. 

Step 8: Gather Your Documents

eROC creates Forms 1, 18 and 19 during Step 9, after you enter your directors, secretary and shareholders. This step shows what you will sign and what else to have ready, so nothing holds up your application.

Document	Who Signs	Where It Comes From
Form 1 (application to register)	Every first shareholder	Generated by eROC
Form 18 (director’s consent)	Each director signs their own	Generated by eROC
Form 19 (secretary’s consent)	Your company secretary	Generated by eROC
Articles of Association	Every first shareholder	Your secretary, or the Registrar’s sample
BOI approval letter	No one. The BOI issues it	The BOI, only if Step 2 applies to you

You will also need these for the beneficial ownership filing (Step 6):

• Signed forms BO 01 and BO 05, made on the Registrar’s beneficial ownership website
• Passport details for each owner

Foreign owners often also need a certified copy of their passport and proof of address. Ask your secretary if your application needs them.

How to Sign from Overseas?

1. Download each form when eROC creates it (Step 9).
2. Print it and sign by hand. Typed signatures may not be accepted.
3. Scan it as a PDF.
4. Send it to your secretary to upload. 

Step 9: Submit Your Application on eROC and Pay the Fees

Once the Registrar approves your name, you can file your application on eROC. Your secretary usually does this with you.

1. Log in and click Incorporate on your dashboard.
2. Enter your registered office address, email and business objectives. Pick at least one main objective.
3. Add your directors, secretary and shareholders. If the Registrar asks for changes later, you cannot add or remove directors or the secretary. Check the names before you submit.
4. Download the forms, sign them and upload the signed PDFs with your Articles. See Step 8 for how to sign from overseas.
5. Fill in the optional tax and labour sections, or skip them.
6. Pay by card and save the receipt.

Fee (before VAT)	Amount
Registering a private company	Rs 5,200
Name approval (paid in Step 5)	Rs 2,600

Important Note: Other filings, such as the forms and Articles, are charged too. The eROC checkout shows your exact total.

Then track your status on the dashboard. If an officer finds a problem, you’ll see a comment. Fix it and resubmit only the documents they ask for.

Beneficial ownership is filed on a separate website with its own payment. That filing counts as done only after you pay. 

Step 10: Get Your Certificate of Incorporation

When the Registrar approves your application, it issues your Certificate of Incorporation. This is legal proof that your company exists.

The certificate shows:

• Your company name and company number
• The date of incorporation
• That the company is a private limited company

Company secretaries say you get it by email and can download it from your eROC account. Timing varies, but firms quote between 3 and 14 working days once your documents are correct.

Once you have it, do these three things:

1. Check every detail. Confirm the name, number and date. Report any mistake to the Registrar straight away.
2. Issue the shares. The company issues shares to each first shareholder right after it is incorporated. For a foreign shareholder, it must issue the shares within 90 days of receiving their money (see Step 6). 
3. Ask before you pay for a newspaper notice. The Registrar publishes the notice of new companies, so you may not need to place your own.

Keep the certificate safe. You will need it for the bank account and most later filings. 

Final Step: Complete Your Setup After Registration 

Your Certificate of Incorporation is not the finish line. Finish these tasks so your company can operate and stay legal.

1. Open a company bank account. Foreign investors must send share money into Sri Lanka through an Inward Investment Account. Profits leave through the same account. Ask your bank which documents it needs.
2. Register for tax. Get a Tax Identification Number (TIN) from Inland Revenue. eROC also has an optional tax section you may have skipped.
3. Register for VAT when your sales pass the limit. Reports differ on the current limit, so check the figure on the Inland Revenue website.
4. Register for EPF and ETF if you hire staff. Employers pay 12% to EPF and 3% to ETF. Employees pay 8% to EPF.
5. File an annual return every year. This is Form 15, and the fee is Rs 7,900 before VAT. You must send beneficial ownership details with it.
6. Report ownership changes within 14 working days.

Want to live in Sri Lanka?

The investor visa is optional. You do not need it to register a company.

Investment	Visa Length
US$100,000	5 years
US$200,000	10 years

You must hold at least 10% of the company’s voting shares.

How it Works 

Open two accounts at a licensed bank, namely an Inward Investment Account and a Visa Programme Foreign Currency Account. Send your money in, then invest it in the company’s shares. Your spouse and children can be included.

The fee is US$200 per person per year. The visa starts at 5 years, and a US$200,000 investment earns an extension letter for another 5 years. The Immigration Department reviews your investment every 2 years.

Read the full rules and document list in the Department of Immigration and Emigration’s investor visa guideline. 

Common Mistakes to Avoid While Trying to Register Your Company in Sri Lanka as a Foreigner

Most delays and fines come from a few avoidable errors. Check this list before you submit your application.

1. Picking a sector without checking its limits. Some sectors cap foreign ownership at 40%, and a few are closed to you. Confirm yours first (Step 1).
2. Skipping BOI approval. If you want more than 40% of a company in a limited sector, you need approval from the Board of Investment. Get it before you register (Step 2).
3. Forgetting the beneficial owners. You must report everyone who owns or controls 10% or more when you register. Missing or false details can lead to a fine of up to Rs 1 million or up to 10 years in prison (Step 6).
4. Leaving out the company name in three languages. Your Articles must show the name in English, Sinhala and Tamil on the first page (Step 7).
5. Planning to buy land through your company. Foreigners, and companies with 50% or more foreign shareholding, generally cannot buy land in Sri Lanka. You can lease it, for up to 99 years (Step 1). 

Your company secretary can check each of these before you file. 

Need Help Registering Your Company in Sri Lanka?

You now know every step. Doing them from another country still takes time, and one wrong form sends your application back.

At BR.LK, we handle the filing for you, fully online and from anywhere in the world:

• Name approval with the Registrar of Companies
• Articles of Association, plus Forms 1, 18 and 19
• Beneficial ownership registration
• Your Certificate of Incorporation, printed and digital
• Your TIN and bank account documents, in our Business Ready package

Get in touch with us if you are not sure where to start, and tell us about your business.

Conclusion

Registering a company in Sri Lanka as a foreigner is straightforward when you take the steps in order. Check that your sector allows foreign owners, choose a company type, appoint a company secretary, reserve a name and file your documents on eROC. Then report your beneficial owners, collect your Certificate of Incorporation and finish your bank, tax and annual filing tasks.

Most problems come from small mistakes, such as missing a sector limit or forgetting the owner report. Check these before you file, and ask your company secretary if you are unsure.

Use the steps in this guide as a checklist, and you can register your company with fewer delays.  

Additional Resources

Want to read the sources behind this guide? These pages cover the rules in more detail.

Foreign ownership and BOI

• Department of Foreign Exchange FAQs: sector limits, the branch minimum, the Inward Investment Account and the 90-day share rule.
• BOI investor page: Section 16 and Section 17 approval, minimum investments and BOI charges.
• Investor visa guideline: visa rules, plus lists of sectors that need approval and those closed to branches.

Registering with the Registrar of Companies

• eROC incorporation user guide: the eROC screens for name reservation and incorporation (a 2019 guide).
• Registrar’s guidelines and documents: the trilingual name, business objectives and a sample Articles of Association.
• Registrar’s forms page: Forms 1, 18, 19 and 15, and the overseas company forms for a branch.
• Fees gazette No. 2496/03: the Registrar’s fees from 6 July 2026.
• Registrar’s Companies Act page: the rules on restricted words in company names.
• Registrar’s paper notices page: notices of new companies (listings run only up to 2020).

Owners and the law

• Companies (Amendment) Act No. 12 of 2025: beneficial owners, the authorised person and the penalties.
• Beneficial ownership guide (BO 01): how to report your owners when you register.
• Beneficial ownership system: where owner details are filed.
• Companies Act No. 7 of 2007: the full law, including name rules, private company rules and the Certificate of Incorporation.

Land

• Land (Restrictions on Alienation) Act No. 38 of 2014: the land rules for foreigners and companies with 50% or more foreign shareholding, and the 99-year lease limit. This is the original 2014 text, and later amendments add some exemptions. 

Key Takeaways

• Foreigners can register a company in Sri Lanka, and in most sectors you can own 100% of it.
• Some sectors, such as tea, mining and education, cap foreign ownership at 40%. Pawnbroking, coastal fishing and retail trade with foreign capital under US$5 million are closed to foreign investors.
• You need Board of Investment approval only if you want to own more than 40% of a company in a limited sector.
• Foreigners, and companies with 50% or more foreign shareholding, generally cannot buy land in Sri Lanka. You can lease it for up to 99 years. 
• A private limited company suits most foreign owners, because one person can own all the shares and your personal risk is limited.
• Every company needs a company secretary who holds a Certificate of Practice, and your secretary can also handle the name search and reservation for you.
• Your company name must be unique, end in “(Pvt) Ltd”, and appear in English, Sinhala and Tamil on the first page of your Articles of Association.
• You must report everyone who owns or controls 10% or more of the company and name an authorised person who lives in Sri Lanka. Missing or false details can lead to a fine of up to Rs 1 million or up to 10 years in prison.
• You file everything online through eROC. The system creates Forms 1, 18 and 19, and you sign them by hand, scan them and upload them as PDFs.
• Foreign investors must send their share money in through an Inward Investment Account. After you receive your Certificate of Incorporation, get your Tax Identification Number and file an annual return every year with your owner details. 

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