Form 15 (Annual Returns) Sri Lanka: A Complete Guide for 2026

Form 15 is the yearly annual return that every registered company in Sri Lanka must file with the Registrar of Companies. This guide covers all you need to know about Form 15 Sri Lanka in 2026. You will learn who must file, the deadlines, the details the form needs, the current fees, and the penalties for filing late. It also shows how to file on the eROC portal, step by step. There is a new rule this year too. Companies must now send beneficial ownership details (Form BO 4) with the return. The Registrar has also set 30 September 2026 as the deadline for overdue returns.

Whether you are filing for the first time or catching up on missed years, this guide will help. Read on, follow the steps, and get your company’s annual return done correctly. 

What Is Form 15 in Sri Lanka?

Form 15 is the official form a company uses to file its annual return with the Registrar of Companies in Sri Lanka. It gives the Registrar an updated record of your company every year. 

Here, an annual return is a yearly update about your company. It shows who runs the company and who owns it. It also lists any changes made since the last filing. The Registrar uses this information to keep the company record correct.

Is an annual return the same as financial statements?

No. An annual return is not a financial document. It does not show profit, loss or accounts. It only covers company details like directors, shareholders and shares. Financial statements are a separate report.

Which law requires it?

Section 131 of the Companies Act No. 7 of 2007 makes it compulsory to file an annual return. This applies to companies registered in Sri Lanka. 

Who Must File Form 15?

Every company registered in Sri Lanka under the Companies Act No. 7 of 2007 must file Form 15. This is a yearly duty for all limited companies.

1. Private and public companies: Private limited companies (PV), public companies (PB) and quoted public companies (PQ) all have to file. The size of the company does not matter. A small company with one director must file, just like a large one.
2. Companies that are not operating: A company that has no business, no income or no activity still has to file. Being dormant is not a reason to skip it. If the owners no longer want the company, they can apply to close it (strike it off). Until it is closed, the yearly filing continues.
3. Companies limited by guarantee and NGOs: If your NGO or society is registered as a company limited by guarantee, it files a different form called Form 15A. Guarantee companies do not have shareholders in the usual way, so they use their own version. 

Important Note: Sole proprietorships and partnerships do not file Form 15. They are not registered as companies under the Companies Act. 

Form 15 Filing Deadlines in 2026

A company files Form 15 once a year. The first return is due soon after registration, and the rest follow every 12 months. Each return must also reach the Registrar within 30 working days of your AGM or written resolution.

Return	Deadline
First annual return	After 15 months, but before 18 months, from the date of incorporation
Later annual returns	Every 12 months after the last return
Time after the AGM	Within 30 working days of the AGM or resolution date
Overdue returns	On or before 30 September 2026

Overdue returns: 30 September 2026

The Registrar of Companies has told all directors and secretaries to submit every unfiled annual return on or before 30 September 2026. A company that misses this date may be struck off the register. Check drc.gov.lk for any update to this date. 

The same date applies to Beneficial Ownership details. Existing companies must submit them (BO 07) on the Beneficial Ownership system, bo.drc.gov.lk, on or before 30 September 2026.

If your company skipped any year, file those returns now. Do not wait for the next AGM. 

What Details Go in Form 15?

Form 15 records the current state of your company. You fill it in from the top down, starting with basic company details and ending with the signatures. Any change since the last return must be shown.

The table below lists each part of the form and what you need to enter in it.

Part	What you enter
Company details	Company number, name, date of incorporation, registered address, and the annual return date
Shares	Details of shares issued by the company. Share registers are only listed if they are split into two or more places
Company records	Only needed if some records are kept away from the registered office
Directors	Full name, NIC or passport number, and residential address
Secretary	Full name, address, nationality, and registration number
Auditors	Full name and address
Previous return	Date of the last annual return. For a first return, use the date of incorporation
Existing shareholders	Name, address, and number of shares held
Past shareholders	People who left since the last return, with their shares and the transfer date
Charges	Only if any were registered under section 102, such as loans secured on company assets
AGM or resolution	The date of the meeting or resolution, with the signatures of a director and the secretary

Extra declarations for private companies

Private companies also confirm two things. First, that they followed the Companies Act. Second, that they did not invite the public to buy shares and have no more than 50 shareholders.

Beneficial ownership (Form BO 4)

From 30 March 2026, every company must also send beneficial ownership details on Form BO 4 with the annual return. A beneficial owner is the person who truly owns or controls the company. 

Documents You Need Before Filing

Get these ready before you start, so you do not have to stop halfway through the filing.

Document	Why you need it
AGM minutes or written resolution	Proves you held an AGM, or passed a resolution instead. A resolution needs the signatures of 85% of shareholders
Completed Form 15	Made on the eROC portal, then printed. The Registrar does not accept handwritten forms
Signatures	A director and the company secretary must both sign the printed form
Share transfer forms	Needed if any shares moved between people during the year
Form BO 4	Beneficial ownership details. You file them on the BO system (bo.drc.gov.lk) after Form 15
Director and secretary details	NIC or passport numbers, addresses, and the secretary’s registration number
Scanned copy of the signed form	Must be a PDF under 4MB, as the system will not accept larger files
Payment for the fees	Paid online when you submit

What If the Secretary Will Not Sign?

If you cannot get the secretary’s signature, add a letter that explains why. The Registrar will review it and may still accept the return. 

What Should You Do Before Filing Form 15? 

Before you file, you must hold an Annual General Meeting (AGM). If you cannot, you can pass a written resolution instead. Form 15 needs the date of one of these, so it has to be done first.

Hold an Annual General Meeting (AGM)

The directors call the AGM and the shareholders attend. The directors share how the company did during the year. The shareholders then vote on matters such as:

• Appointing directors
• Paying dividends
• Choosing auditors

Time limits for the AGM:

• The first AGM must be held within 18 months of registration.
• After that, hold one every year, and no more than 15 months after the last AGM.
• Hold it within 6 months of the balance sheet date.

What if You Cannot Hold an AGM?

The directors can pass a written resolution that covers everything the AGM would have covered. Shareholders holding 85% of the votes must sign it. Then you file Form 15 with this resolution.

Once the AGM is held, or the resolution is signed, you can start the filing. 

How to File Form 15 Online (eROC): Step by Step

All annual returns are now filed online through the eROC portal (eroc.drc.gov.lk). Follow these steps in order.

• Step 1: Set up eROC accounts. The directors and the company secretary each need their own eROC account. Use the same email address for all contact with the Registrar. Your name must match your National Identity Card (NIC).
• Step 2: Link an older company to your account. If your company was registered before eROC started, it is not linked to your profile yet. Email the Registrar at erocaccess@drc.gov.lk with an Excel list of your companies and proof that you are a director or secretary. Proof can be Form 1, Form 5 or Form 20, or an affidavit. Wait for the link before moving on. 
• Step 3: Fill in the form online. Log in with a director’s or secretary’s account. Start the annual return and enter the details on the screen. 
• Step 4: Download, sign and scan. eROC creates the completed Form 15. Download and print it. A director and the company secretary must both sign it. Scan the signed form as a PDF under 4MB.
• Step 5: Upload and pay. Upload the scanned form to eROC. Then pay the government fee online. The filing is not complete until you pay.
• Step 6: File Form BO 4. After you file Form 15 on eROC, submit Form BO 4 on the separate Beneficial Ownership system at bo.drc.gov.lk. eROC does not take this form. 
• Step 7: Wait for approval. The Registrar checks the details. You will get an email when the return is approved. You can then pay for a certified copy, which has a QR code. Banks and other parties often ask for it.

Form 15 Fees in 2026

You pay the government fee online when you submit. The company secretary fee is separate, and you only pay it if you hire one.

The table below shows the government fees for filing your annual return:

Item	Fee
Form 15 (annual return)	Rs. 7,900 plus taxes
Form BO 4 (beneficial ownership)	About Rs. 2,300 per form, plus taxes. You can check the current fee on the BO system (bo.drc.gov.lk)
Certified copy of Form 15	Rs. 1,300, plus taxes as of date 29 Sep 2026.

The Rs. 7,900 fee applies from 6 July 2026, under Extraordinary Gazette No. 2496/03. The old fee was lower, so older articles show different amounts.

Overdue Returns Cost More

If you have unfiled returns from earlier years, you pay the fee for each year. Three years overdue means three filings.

Company Secretary Charges

Secretary fees are not set by the government. They differ from firm to firm.

• Some firms charge about Rs. 8,500 to prepare and file one return.
• Yearly secretary packages start at around Rs. 15,000 and often cost more.

Ask what the price includes. Check whether the government fee is part of it or added on top. 

Penalties for Late or Missed Filing

Filing Form 15 late can cost the company and its directors money. It can also stop you from making changes to your company.

The main penalties are set out below.

Who	Penalty
The company	A fine of up to Rs. 1,000,000 under section 133(5) of the Companies Act
Each director	A fine of up to Rs. 50,000

You Cannot Change Company Details

If earlier annual returns are unfiled, the Registrar will not let you change directors, the secretary, the registered address or the company name. This can block a bank request, a share sale or a new director.

Risk of Being Struck Off

A company that keeps missing its returns can be struck off the register. Then it loses its legal status. It cannot run a business, sign contracts or hold assets. For overdue returns, the Registrar set a deadline of 30 September 2026. Check drc.gov.lk for the latest position. 

The safest step is to file on time, or file the overdue returns as soon as possible. 

How to File Overdue Annual Returns

If your company skipped one or more years, you can still catch up. Each missed year needs its own return.

• Step 1: Find out which years are unfiled. Check your company record on eROC to see which returns are missing. The Registrar also publishes a list of companies that have not filed returns up to 2025, so you can search for your company name there.
• Step 2: Hold an AGM or pass a resolution. Do this for the years you missed. If you cannot hold an AGM, the directors can pass a written resolution instead, signed by 85% of the shareholders.
• Step 3: File each return on eROC. Follow the same online steps as a normal filing. File one return for each missing year and pay the fee for every return. Then submit Form BO 4 on the separate Beneficial Ownership system (bo.drc.gov.lk). 
• Step 4: Finish by 30 September 2026. The Registrar told all companies to file every outstanding return on or before this date. If the date has passed, file as soon as you can and check drc.gov.lk for the latest position. 

What If Your Company is No Longer Active?

Filing the overdue returns is still needed. After that, the owners can apply to close the company. 

Special Cases

Some companies are in a situation that needs extra steps. These are the three most common ones.

1. If the Company Secretary Will Not Sign

Form 15 needs the signature of both a director and the company secretary. If the directors cannot reach the secretary, they can still submit the return. They must attach a letter that explains why they could not get the signature. The Registrar will review the request and may accept the return.

2. If the Company Is Dormant

A company with no business or income still has to file Form 15 every year. The Registrar does not close a company on its own, so the directors are responsible for the filing. If the owners no longer want the company, they can apply to close it (strike it off). Before they apply, the company should have its annual returns up to date.

3. If Shares Were Transferred During the Year

Show the change in Form 15. The person who sold or gave up the shares goes under past shareholders, with the transfer date. The new owner goes under existing shareholders. Attach the share transfer forms to the return. Also check that the beneficial ownership details in Form BO 4 match the change.  

Common Mistakes to Avoid

Most filing problems come from small errors. Avoid these and your return is more likely to go through the first time.

• Missing the 30 Working Day Limit After the AGM: Many companies hold the AGM and then forget to file. Set a reminder for the day the AGM or resolution is done.
• Skipping Form 15 for a Dormant Company: A company with no income still has to file every year. Not filing leads to fines and a risk of being struck off.
• Forgetting Form BO 4: Since 30 March 2026, beneficial ownership details must be filed on the BO system after the annual return. Leaving it out can cause problems with your company’s compliance.
• Not Linking an Older Company to eROC: If your company was registered before eROC began, link it to your profile first. You cannot file until this is done.
• Using the Wrong Name or Email: Your name must match your National Identity Card (NIC). Use the same email for all contact with the Registrar.
• Uploading the Wrong File: Handwritten forms are not accepted. Print the form, sign it, and scan it as a PDF under 4MB.
• Leaving Out Changes From the Year: Show every change in directors, addresses, auditors and shares. If shares moved between people, attach the share transfer forms. 

Should You File Form 15 Yourself or Use a Company Secretary?

You can file Form 15 yourself. A director or the company secretary can prepare the return on eROC. Whether you should depends on your company and how much time you have.

When You Can File Yourself?

Filing on your own works well when:

• Your company is small and its details rarely change
• Your eROC accounts are already set up and linked
• You are up to date with earlier returns
• You have time to follow each step carefully

When to Use a Company Secretary?

A company secretary is a better choice when:

• You have overdue returns from earlier years
• Your company was registered before eROC and is not linked yet
• Shares were transferred or directors changed during the year
• You are a foreign director, or you live outside Sri Lanka
• You do not have time to track deadlines

Quick Comparison

	File Yourself	Use a Company Secretary
Cost	Government fees only	Government fees plus the secretary’s charge
Time	You do all the steps	The secretary does most of the work
Risk of mistakes	Higher if you are new to eROC	Lower, as they file often
Deadline tracking	Your job	Usually part of the service

If you hire one, ask whether the government fee is included in the price. 

Need Help With Form 15 or Company Registration in Sri Lanka? Get in Touch

Filing Form 15 is easier when someone who knows the process checks it with you. If you have overdue returns, an older company that is not linked to eROC, or questions about Form BO 4, talk to our team at BR.LK.

We also register private limited companies in Sri Lanka. If you are still planning your business, we can guide you from the first step. Our Sinhala and Tamil speaking team will explain your options in plain words.

Book a free meeting and tell us what you need.

Conclusion 

Form 15 is a yearly duty for every registered company in Sri Lanka, even a company with no income. To file it, hold your AGM or sign a written resolution first. Then prepare the form on eROC, sign it, upload it and pay the fee. Since 30 March 2026, you must also file Form BO 4 on the Beneficial Ownership system after the return.

File within 30 working days of your AGM to avoid fines. Late filing can also stop you from changing directors or your registered address, and a company that keeps missing its returns can be struck off. If you have overdue returns, file them as soon as you can. The Registrar has set 30 September 2026 as the deadline. 

Key Takeaways

• Form 15 is the yearly annual return that every company registered in Sri Lanka must file with the Registrar of Companies.
• Companies with no income or no activity must still file, and only closing the company stops the yearly filing.
• Sole proprietorships and partnerships do not file Form 15, and NGOs registered as companies limited by guarantee use Form 15A.
• The first annual return is due after 15 months but before 18 months from incorporation, and later returns are due every 12 months.
• You must file Form 15 within 30 working days of your AGM or written resolution.
• Before you file, hold an AGM or pass a written resolution signed by 85% of shareholders.
• All returns are filed online on the eROC portal, and a director and the company secretary must both sign the printed form.
• Since 30 March 2026, every company must send beneficial ownership details on Form BO 4 after you file the annual return. You file it on the separate Beneficial Ownership system (bo.drc.gov.lk), not on eROC. 
• The Form 15 fee is Rs. 7,900 plus taxes, and the certified copy costs Rs. 1,300 plus taxes. 
• Late filing can lead to fines for the company and each director, and the Registrar has set 30 September 2026 as the deadline for overdue returns. 

FAQs