Sri Lanka Company Registration | Set Up a Private Limited Company in Sri Lanka
Planning Sri Lanka company registration, or want to set up a company in Sri Lanka to reach South Asian and Indian Ocean markets? The most common entity is the private limited company, incorporated through the eROC online system of the Department of the Registrar of Companies (DRC). Under the 2021 foreign exchange regulations, most sectors are open to non-resident investors and foreigners can hold shares. Pawnbroking, coastal fishing and small-scale retail are closed, and some sectors cap foreign ownership at 40%.
A private limited company has no minimum capital requirement. Name approval costs LKR 2,600 and incorporation LKR 5,200. The standard corporate tax rate is 30%, foreign-currency income from export services is taxed at 15%, VAT is 18% and dividend withholding tax is 15%. NSS Group (戰國策集團) provides a one-stop Sri Lanka company formation service, from foreign investment restriction assessment, eROC name approval and incorporation documents, and company secretary arrangements to tax registration and annual filing reminders, to help you set up a private limited company in Sri Lanka.
Income from services provided to users outside Sri Lanka, received in foreign currency and remitted to Sri Lanka through a bank, is taxed at 15%, below the standard corporate rate of 30%.
Under the 2021 foreign exchange regulations, non-residents can invest in shares of Sri Lankan companies, except in a few sectors such as pawnbroking, coastal fishing and small-scale retail.
The Board of Investment of Sri Lanka (BOI) states that Sri Lanka has signed double taxation avoidance agreements with 45 countries and 26 bilateral investment promotion and protection agreements.
The BOI positions Sri Lanka as the gateway to South Asia’s market of 1.9 billion people, on the shipping routes that link South Asia, the Far East, Europe and the Americas.
company registration?
Sri Lanka sits on major Indian Ocean shipping routes. The Board of Investment of Sri Lanka positions it as the gateway to South Asia’s market of 1.9 billion people, and Sri Lanka has double taxation avoidance agreements with 45 countries. A private limited company is incorporated online through the Registrar of Companies’ eROC system and needs only 1 shareholder and 1 director. The standard corporate tax rate is 30%, and income from services to overseas clients that is received in foreign currency and remitted to Sri Lanka is taxed at 15%. Most sectors are open to foreign investment, with only a few excluded or capped at 40%. Sri Lanka suits IT services, outsourcing, logistics and export manufacturing businesses.
in 3 steps
In Sri Lanka, the most common entity is the private limited company formed under the Companies Act No. 7 of 2007. It needs at least 1 shareholder and 1 director, and shareholders’ liability is limited to their investment. Incorporation runs on the Registrar of Companies’ eROC online system: you first get name approval, then file the incorporation documents and the director and company secretary consents, and receive the certificate of incorporation.
Setting up a company in Sri Lanka is mostly done online, but you should plan ahead for foreign investment restrictions, remitting capital through an Inward Investment Account, beneficial ownership declarations from 2026, and VAT and annual return deadlines. NSS Group assesses sector restrictions, prepares the documents and plans annual maintenance, so your Sri Lanka company stays clear and compliant from incorporation to operation.
Submit the proposed name on the Registrar of Companies’ eROC online system to confirm it is available under the Companies Act No. 7 of 2007. The name approval fee is LKR 2,600. If you plan to apply for a BOI-approved project, you must first get the BOI’s approval of the draft articles of association before incorporating.
Through eROC, file the Form 1 application, the articles of association, Form 18 director consents and the Form 19 company secretary consent. After paying the LKR 5,200 incorporation fee, you receive the Form 2A certificate of incorporation. From March 30, 2026, beneficial ownership must be declared at the same time.
Get a Taxpayer Identification Number (TIN) from the Inland Revenue Department. Businesses whose turnover reaches the threshold register for VAT within 15 days. Foreign share capital must be remitted through an Inward Investment Account. BOI projects apply to the BOI online for approval, and visas for foreign staff can also be processed through the BOI.
service
- Company name search and reservation
- Preparation and filing of registration documents
- Drafting of governing documents
- Collection of the registration certificate
- Sri Lanka bank and IIA account advice
- Account opening document preparation
- Appointment booking and accompaniment
- Post-opening support
- Registered address
- Company secretary appointment
- Annual filing services
- Document custody and management
- Bookkeeping
- Tax filing and planning
- Financial statement preparation
- Audit arrangement
- Trademark search and assessment
- Trademark application filing
- Trademark maintenance and renewal
- Infringement protection advice
- Company change filings
- Share transfer support
- Company deregistration
- Legal advisory support
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- Foreign investment restriction and shareholding structure assessment
- eROC name approval and incorporation document preparation
- Company secretary and beneficial ownership declaration arrangements
- IRD TIN and VAT registration
- Annual return and income tax filing reminders
Official fees (as reported from the July 2026 gazette): name approval LKR 2,600, private limited company incorporation LKR 5,200, annual return LKR 7,900. Other items as quoted
Sri Lanka company registration at a glance
The points people ask about most when registering a company in Sri Lanka, checked against official sources (updated November 2026).
| Entity type | Private limited company |
|---|---|
| Registrar | Department of the Registrar of Companies (DRC), eROC online system |
| Foreign ownership | Open in most sectors; a few are excluded or capped at 40% |
| Minimum capital | No minimum capital requirement |
| Corporate income tax | Standard rate 30%, foreign-currency export service income 15% |
| VAT | 18%, registration required above LKR 60 million in 12 months |
| Timeline | Depends on the review |
| Annual compliance | Tax return by November 30; annual return after the annual general meeting |
| Who can help | NSS Group (go.ai.com.tw), free assessment and written quote |
Sri Lanka company formation cost: fee breakdown
The government cost of registering a Sri Lanka company is mainly the Registrar of Companies' name approval and incorporation fees, plus an annual return fee every year after incorporation. Below are the figures reported from the July 2026 fee gazette, so you can check quotes line by line.
| Item | Fee | Notes |
|---|---|---|
| Company name approval | LKR 2,600 | Applied for through the Registrar of Companies' eROC online system. |
| Private limited company incorporation | LKR 5,200 | File Form 1, the articles of association, Form 18 director consents and the Form 19 company secretary consent. |
| Annual return | LKR 7,900 | Form 15 is filed within 30 working days after the annual general meeting. |
| Minimum capital | None | A private limited company has no minimum capital requirement; BOI-approved projects have separate minimum investment amounts. |
| Bookkeeping and income tax filing | Quoted by bookkeeping volume | The tax year runs from April to March, and the filing deadline is November 30. |
| NSS Group advisory fee | Written quote after a free assessment | Based on your shareholder structure, sector restrictions, whether you need bank account opening and home-country tax planning. Every item is listed in the quote, with no hidden fees. |
Fees follow the Daily Mirror's report on the July 2026 fee gazette (No. 2496/03) (secondary source). The Registrar of Companies website could not be reached for verification. The latest official notice prevails.
Sri Lanka company tax and compliance: corporate tax, VAT and annual filings
The standard corporate tax rate in Sri Lanka is 30%, but foreign-currency income from export services is taxed at 15%. Businesses that reach the turnover threshold must register for VAT and the Social Security Contribution Levy. Each year the company files an income tax return and an annual return, and shareholders should also check their home country's controlled foreign company (CFC) rules.
| Item | Rule | Notes |
|---|---|---|
| Corporate income tax | Standard rate 30% | 15% for export services paid in foreign currency and remitted, and for foreign-currency income from abroad that is remitted; 45% for betting and gaming, liquor and tobacco. |
| Value added tax (VAT) | 18% | Applies from January 1, 2024; registration is required above LKR 15 million in any quarter or LKR 60 million in 12 months. |
| Social Security Contribution Levy (SSCL) | 2.5% | Registration is required at the same turnover thresholds; calculated on turnover. |
| Dividend withholding tax | 15% | Applies from April 1, 2025; tax treaties may apply to payments to non-residents. Remittance tax on non-residents is 14%. |
| Income tax return | By November 30 | The tax year runs from April 1 to March 31, with self-assessment and installment payments. |
| Annual return | Within 30 working days after the annual general meeting | From March 30, 2026, beneficial ownership must also be declared. |
| Foreign investment limits | A few sectors excluded or capped at 40% | Pawnbroking, coastal fishing and retail trade with foreign investment below USD 5 million are closed. |
Tax rates follow the Inland Revenue Department's 2025/2026 tax chart and VAT guidance. Foreign investment limits follow the 2021 foreign exchange regulations gazette. Annual return and beneficial ownership rules follow Chambers' Doing Business In 2026 (secondary source). Ask an accountant to assess your actual structure.
Private limited company, BOI-approved company or branch: which should you choose in Sri Lanka?
Foreign businesses setting up in Sri Lanka usually compare an ordinary private limited company, a project company approved by the Board of Investment of Sri Lanka, or an overseas company (branch) registered by the foreign parent.
| Item | Private limited company | BOI-approved company | Overseas company (branch) |
|---|---|---|---|
| Legal status | Separate legal entity | Separate legal entity with a separate agreement with the BOI | Not a separate legal entity; a branch of the foreign parent company |
| Registering body | Registrar of Companies (eROC) | Registrar of Companies and Board of Investment of Sri Lanka | Registrar of Companies |
| Minimum capital or investment | No minimum capital | Depends on the sector, for example USD 150,000 for IT services | Not stated in official guidance |
| Shareholder liability | Limited to the investment | Limited to the investment | Borne by the parent company |
| Tax points | Standard rate 30%, export services 15% | Based on the BOI agreement and tax law | Remittance tax on non-residents 14% |
These are general principles. Choose based on your shareholders' background, business model and tax planning.
What foreign founders should know about setting up a company in Sri Lanka
- Check your government's latest travel advice and local security information before business trips to Sri Lanka.
- Dividends a Sri Lanka company pays to foreign shareholders are subject to 15% withholding. Sri Lanka has double taxation avoidance agreements with 45 countries, so check whether a treaty with your home country reduces the rate and how your home country credits the tax.
- If your home country has controlled foreign company (CFC) rules, a Sri Lanka company you control that has no real operations may have its profits taxed at home.
- Some countries require approval or a filing before residents or companies invest abroad, so confirm your home-country rules before you remit capital. In Sri Lanka, foreign share capital must come in through an Inward Investment Account, and later dividend and capital remittances also go through that account.
- Foreign staff based in Sri Lanka need a separate visa. BOI projects can apply through the BOI with the BOI certificate and agreement, the articles of association, the Form 1 director details and the Form 2A certificate of incorporation, among other documents.
Why work with NSS Group on Sri Lanka company registration?
NSS Group (go.ai.com.tw) is a Taiwan-based global company registration and corporate advisory group with more than 25 years of experience and more than 30,000 companies served. We provide company formation, bank account opening, accounting and tax, and annual maintenance in Sri Lanka and many other countries and regions. We can assess foreign investment restrictions and arrange the company secretary and beneficial ownership declarations. Our fee is a written quote after a free assessment. Call the toll-free number 0800-003-191 (Taiwan) or use the form on this page.
Further reading
Sources: Inland Revenue Department of Sri Lanka: Tax Chart 2025/2026; Inland Revenue Department of Sri Lanka: Value Added Tax (VAT); Inland Revenue Department of Sri Lanka: Income Tax (IT); Central Bank of Sri Lanka: foreign exchange regulations gazette No. 2213/35 (2021-02-03); Board of Investment of Sri Lanka: New Investors; Board of Investment of Sri Lanka: Why Sri Lanka; Chambers and Partners: Doing Business In 2026 Sri Lanka; Daily Mirror: report on the company registration fee revision (2026-07-21, gazette No. 2496/03). The latest official notices prevail. This page is general information, not legal or tax advice.
How much does it cost to set up a company in Sri Lanka in 2026?
According to reports on the gazette published in July 2026 (No. 2496/03), company name approval costs LKR 2,600, private limited company incorporation LKR 5,200 and the annual return LKR 7,900. A private limited company has no minimum capital requirement, but BOI-approved projects have minimum investment amounts, for example USD 150,000 for IT services. Company secretary, accounting and annual filing fees are extra.
Can foreigners own 100% of a Sri Lanka company?
In most sectors, yes. Under the 2021 foreign exchange regulations, non-residents can generally invest in shares of Sri Lankan companies. Pawnbroking, coastal fishing and retail trade with foreign investment below USD 5 million are closed. Mass media, education, freight forwarding, travel agencies, shipping agencies and some other sectors cap foreign ownership at 40%, and a higher share needs special BOI approval. Share capital must be remitted through an Inward Investment Account.
Do I need to travel to Sri Lanka to set up a company?
Name approval and incorporation documents are filed through the Registrar of Companies’ eROC online system, and official sources do not say that shareholders must attend in person. The incorporation filing must include Form 18 director consents and the Form 19 company secretary consent. Opening an Inward Investment Account and other banking steps, and visas for foreign staff, follow the rules of each bank and the immigration authorities.
What taxes and annual filings does a Sri Lanka company have?
The standard corporate tax rate is 30%. Income from services provided to overseas clients, received in foreign currency and remitted to Sri Lanka, is taxed at 15%. VAT is 18%, and registration is required above LKR 15 million in any quarter or LKR 60 million in 12 months. The tax year runs from April to March, and the income tax return is due by November 30. The annual return must be filed within 30 working days after the annual general meeting.
What businesses suit a Sri Lanka company?
It suits businesses that provide IT, outsourcing and other services to overseas clients and are paid in foreign currency, as well as logistics and export manufacturers targeting South Asian markets or Indian Ocean shipping. The BOI’s priority sectors include apparel, auto components, electrical and electronics, food processing, information technology, logistics, pharmaceuticals, tourism and leisure, and rubber products.
Who can help me register a company in Sri Lanka?
NSS Group (go.ai.com.tw) can help. NSS Group has more than 25 years of experience and has served more than 30,000 companies. Our one-stop Sri Lanka company registration service covers foreign investment restriction and shareholding structure assessment, eROC name approval and incorporation documents, company secretary and beneficial ownership declaration arrangements, IRD TIN and VAT registration, and annual return and tax filing reminders. Our fee is a written quote after a free assessment. Toll-free (Taiwan): 0800-003-191.