FDI Advice

Foreign Direct Investment

Company registration in Sri Lanka

14 min read

Company registration in Sri Lanka

You may like to know whole procedure of company registration in Sri Lanka as foreigner that is our focus discussion agenda.

About Sri Lanka Economy

<img src="srilanka-biz4.png" alt="Company registration in Sri Lanka"/>
Company registration in Sri Lanka

With an economy worth $80.591 billion in (2015) and ($278.415 billion in (2017) PPP estimate) and for every capita GDP of about $11,068.996 (PPP), Sri Lanka has generally had solid development rates as of late. The Sri Lankan economy has seen vigorous yearly development at 6.4 percent through the span of the 2003-2012 period, well over its local companions. In GDP per capita terms, it is in front of different nations in the South Asian area. Since the finish of the three-decade common war, Sri Lanka has started concentrating on long haul vital and auxiliary improvement challenges as it endeavors to change to an upper pay nation.

The fundamental financial divisions of the nation are tourism, tea export, attire, material, rice harvesting and other agrarian items. Notwithstanding these financial segments, abroad work contributes exceptionally in remote trade: 90% of exile Sri Lankans dwell in the Middle East. Sri Lanka has one of the most minimal expense to-GDP proportions on the planet, and making employments for the last 40% has turned into a test. Sri Lanka additionally faces a difficulty in social incorporation, administration and sustainability.

To keep up the unfaltering monetary development that Sri Lanka has appreciated as of late while keeping up macroeconomic security, the legislature should at the same time benefit its abnormal state of obligation out of lessened expense receipts while diminishing the enlarged open segment and bringing down verifiably high spending shortages. That will mean far and away superior administration of open funds and extra basic changes to enhance the business atmosphere. Be that as it may, a powerless legal keeps on undermining property rights, and elevated amounts of apparent debasement are weakening.

The Process

Starting a business may be a dream yet losing your own points of interest that assistance you and your family are a reality and that reality could change into a terrible dream if your business doesn’t work out, you’re sued, or another unexpected cash related hardship. By enrolling your business, your business assets and liabilities are disconnected from each other. There are various diverse inspirations to unite however for the affirmation of you and your family may be the most basic.

If you are starting in business, or paying little mind to the likelihood that are developed and combined and you have to name your business an alternative that is other than your given name, you’ll need to enlist for a “Cooperating as” name, generally called a DBA, trade name, or acknowledged name.

When you outline a business, its honest to goodness name constantly defaults to the name of the individual or component that claims the business, unless you rename it and enlist it as a DBA name. An affirmation of protection for your unique business name — which may be a key fuel of your promoting drive; and

  • Obtaining Licenses and Permits
  • Register with the Inland Revenue Department and Tax Authorities

Obtain a Tax Identification Number (TIN) from the Taxpayer Services Unit of the Inland Revenue Department. There’s no charge and it takes one day. This must be done eye to eye.

  • Opening a budgetary adjust or picking bank workplaces for business requirements

There are various legitimate components you can keep running with while enlisting your business, we will talk about private obliged associations here on a very basic level in light of the way that

Getting approval of business name

Chasing down an extraordinary association name ought to be conceivable online by methods for the webpage of the Department of the Registrar of Companies. We endorse getting a space name for your association indistinct to the one you enrolled your association name for.

Name reservation fees: The association name reservation is generous for 3 (2,000 Rs + VAT 15%).

Submission forms of business Registration Sri Lanka

<img src="srilanka-biz.png" alt="Business registration Sri Lanka"/>
Business registration Sri Lanka

Resulting to procuring the name underwriting, submit Form No. 1, 18, and 19 as beginning step of company registration in Sri Lanka. All structures should be printed or typewritten. (Portion 475). Physically composed structures won’t be recognized.

We’ve not hesitated to joined the structures to make it less requesting for you.

Shape 1 – Business Registration Sri Lanka (Rs. 4,000 + VAT 15%)

Shape 18 – Consent and Certificate of Director (Rs. 2,000 + VAT 15%)

Shape 19 – Consent and Certificate of Secretary/Secretaries (Rs. 2,000 + VAT 15%)

Submit Articles of Association

An association may either get the standard course of action of Articles of Association in Table an of the Companies Act of Sri Lanka or draft its own specific Articles of Association as steps of company registration in Sri Lanka. You ought to submit 2 copies.

(Rs. 2,000 + VAT 15%)

Giving Public Notice

In the wake of everything else is done, the last strategy is to give open notice. This is by and large done by disseminating a little advertisement spot on the close-by papers. This should consolidate the association enrollment number and the name of the association. What’s more, the Registered office address of the association. This should be on no short of what one issue of the Gazette; and in no short of what one issue of a consistently day by day paper in the Sinhala, Tamil and English tongues, streaming in the zone of business.

Public notice fees: Rs. 8,500

Principles for Setting Up Foreign Company

Any association or body corporate solidified outside Sri Lanka, whose business has been permitted approval for the purposes behind the Exchange Control Act, repressions and conditions dispersed in the Government Gazette No. 1232/14 of nineteenth April 2002; and

(a)         has after the chose date developed a place of business inside Sri Lanka; or

(b)        has before the chose date, developed a place of business inside Sri Lanka and continues having a set up place of business inside Sri Lanka on the assigned date.

Fdi in Sri lanka

<img src="srilanka1.png" alt="FDI in Sri Lanka"/>
FDI in Sri Lanka

Outside Direct Investment in Sri Lanka expanded by 80 USD Million in the second from last quarter of 2017. Outside Direct Investment in Sri Lanka arrived at the midpoint of 136.12 USD Million from 2001 until 2017, achieving an untouched high of 636 USD Million in the final quarter of 2016 and a record low of 20 USD Million in the second quarter of 2001.

Tax Rate

The best individual pay assess rate is 24 percent, and the best corporate duty rate is 28 percent. Different duties incorporate an esteem included expense. The general taxation rate levels with 12.1 percent of aggregate residential pay. In the course of recent years, government spending has added up to 18.9 percent of aggregate yield (GDP), and spending shortages have arrived at the midpoint of 6.3 percent of GDP. Open obligation is proportionate to 77.3 percent of GDP 

Legitimate Issues

According to Sri Lankan work law, a delegate is fit the bill for 14 days of paid yearly leave in the wake of serving a year reliably at the association. Masters are met all requirements for one and a half days off each week, and likewise pay on all open and religious events. They are moreover met all requirements for a huge segment of a month’s remuneration for each completed year of organization following no less than five years if there should arise an occurrence of an end. Maternity leave is 12 weeks in Sri Lanka.

Portion of Wages

All specialists are met all requirements for be paid a month to month wage. Portion of wages in perspective of a step by step rate or on contract preface won’t be permitted. The laborers ought to be paid their wages inside ten days of the expiry of the wage time span.

Simply endorsed explanations, for instance, advances, credits procured by the specialists, Etcetera with the consent of the delegates, pay charge, agents sense of duty regarding EPF and whatever different conclusions asserted by the judge of work can be created utilizing remuneration. The aggregate of such deductions should not exceed 83;

  1. a) half of the wages due for the period by virtue of delegates secured by selections of wages sheets for all trades other than tea, versatile, cocoa and coconut creating trades, and
  1. b) 60% of the wages due for the period because of office delegates.

Remote Employment

The level of telecommuters for a particular outside business in Sri Lanka is dependent on the nature and estimation of wander. Once the association is embraced under the Board of Investment in Sri Lanka, the theorist can search for approval on this regards from the Investment Appraisal Department of the BOI. The Board of Investment in Sri Lanka is the key pioneer in such way

Office Rent

As of August 2016, rental cost for office premises in Colombo 1-3 is around 250Sri Lankan rupees for each square foot each month. In any case, these costs are subject to establishment and distinctive workplaces that are given in the working environment. In this way, the expenses may contrast

Tax Dividend 

<img src="srilanka-tax.png" alt="Sri Lanka tax dividend"/>
Sri Lanka tax dividend

A benefit charge, which is directly at 10%, will be payable at 14% as indicated by spending proposals on the gross benefits circled by a tenant association, other than such benefits scattered out of any benefit got from another inhabitant association (and couple of various uncommon cases).

FDI comes in three sorts.

Indeed, even − In level FDI, the association does similarly practices in abroad as at home.

Vertical − In vertical FDI different sorts of activities are done in abroad than locally. On the off chance that there ought to be an event of forward vertical FDI, the FDI passes on the association more like a completed outcome and in case of in switch Vertical FDI, the mix retreats towards rough materials.

Blend − In this kind of FDI, the goal is to get a disengaged business abroad. It requires crushing two checks – one, entering a remote country and the other one is working in another industry.

Outside Direct Interest in Sri Lanka extended by 76 USD Million in the key quarter of 2017. Outside Direct Interest in Sri Lanka found the center estimation of 134.03 USD Million from 2001 until 2017, accomplishing an untouched high of 636 USD Million in the last quarter of 2016 and a record low of 20 USD Million in the second quarter of 2001.

Secured Assurance for Outside Venture

Particular wander understandings maintained by set up confirmation offers protection to outside enthusiasm for Sri Lanka. Under article 157 of the country’s constitution, the understanding acknowledges the urge of law and no definitive, official, or administrative move can be made to repudiate the plans of a proportional theory assertion except for on grounds of national security.

As demonstrated by the World Bank, FDI inflows have touched base at the midpoint of 1.2% of Gross household item over the span of the latest five years, well underneath coordinate creating markets, including Vietnam (4.9%), Malaysia (3.1%), and Indonesia (3%). In South Asia, Sri Lanka in like manner remains underneath neighboring India and Bangladesh, with 1.7% and 1.4%, independently.


The BOI bolsters stretches out under Areas 16 and 17 of the BOI Law, which was endorsed in 1978 and has been reexamined six times since. Fragment 16 identifies with outside endeavors with no money related concessions and a base hypothesis measure of $250,000. Region 17 draws in the BOI to give wanders avoidances from inland pay, exchange control and Traditions commitment.

The BOI’s fundamental logic in the past has been an assortment of inspirations to help attract wander. These fuse avoidances from corporate pay charge, Traditions commitments, regard included appraisal, and a ports and air terminal change require. Avoidances are point by point especially depending upon the scope of theory and division of the economy. Numerous consider these to have been effective in passing on new courses of action to the country, while others have referred to them as a factor in the country’s low cost base.

Considered Dividend Tax

A considered profit assessment of 15% is payable by any occupant organization in any expense year if the said organization has, in the first duty year

The assessment base for the 15% considered profit impose is the book benefits of the organization diminished by the total of the CIT payable by that organization for that duty year, the cost brought about by the organization in that expense year in the procurement of any land or any capital resource, and any notional benefit figured based on a revaluation of any capital resource incorporated into such book benefit and expanded by the total of the stipend for devaluation deducted in regard of any capital resource obtained in that expense year and any notional misfortune registered based on a revaluation of any capital resource incorporated into such book benefit.

Uncommon Tax On Public Corporations

On account of an open partnership, where at least 75% of the capital is given by the administration (other than by means of a credit), a duty of 25% of the adjust benefits, in the wake of deducting CIT payable, will be charged.

Settlement Tax

Where benefits of a non-occupant organization are transmitted in an expense year, a settlement assessment of 10% of the settlements is payable.

  • Neighborhood Income Taxes
  • There is no neighborhood or commonplace pay assess in Sri Lanka.


As a making country, Sri Lankan governments gushed unmistakable approach to construct FDI streams to resulting to achieving flexibility in 1948. FDI used as a gadget of budgetary headway and respond in due order regarding fiscal issues which going up against by governments. Regular ethnic issue was the essential limit to get interest from outside money related pros after 1980. While the complete of the basic war provoked wants of generously higher FDI streams to Sri Lanka.

There are numerous components that need to get attract FDI. It is fundamental to ensure a charming theory condition. Unsurprising macroeconomic game plans and government polices, awesome organization, financial strength, confirmation of property rights, control of law and nonappearance of corruption are among the conditions required to attract FDI. Consistency and consistency in political unfaltering quality and money related methodologies are preconditions to attract FDI.


All citizens are required to pay their expenses on self-appraisal premise in quarterly portions on 15 August, 15 November, and 15 February amid the applicable year of evaluation and 15 May in the following year of evaluation. The due date for conclusive installment is 30 September following the finish of the time of appraisal (Commencing from Y/A 2006/07 a 10 percent markdown is accessible on the quarterly duties due if charge is settled 30 days preceding the statutory due date). A Pay-As-You-Earn (PAYE) charge plot applies to workers on their business salary. The business makes findings of duty at source.

Payee charge withholding are figured by tables gave by the Revenue Authorities. On the off chance that any person’s just wellspring of pay comprises of business wage, the Payee impose so deducted will be the last duty, successful from Y/A 2011/12. Arrangement for use of discounts isn’t accessible.

Right now there is no prerequisite to document a pay government form or open a duty record if the citizen’s wellsprings of salary are restricted to at least one of the accompanying.

Benefits from just a single work and subject to PAYEE. Profit or intrigue salary subject to withholding charge.

Life partners are saddled independently and are required to record isolate assessment forms. Wage got by one companion for administrations rendered in any exchange, business, calling, or occupation went ahead or practiced by the other mate or by an organization of which that life partner is an accomplice is considered to be wage of that other life partner.

The aggregate statutory pay of a tyke (under 18 years old and unmarried) of an inhabitant individual is accumulated with the aggregate statutory wage of the father if the marriage of his folks subsists in that time of evaluation. Something else,, such salary is amassed with the parent who keeps up him and with whom he lives in that time of appraisal.


With impact from 1 April 2008, ostracize representative are saddled at the assessment rates appropriate to inhabitants in Sri Lanka at the same time, they will be exhausted just on their Sri Lankan-sourced pay.

Import Documentations

Installments for import of products can be made under Letters of Credit (LC), Documentary accumulations (Documents against Payment (DP) or Documents against Acceptance (DA) terms), or Advance Payment (AP) terms. Products can likewise be transported in to Sri Lanka on a dispatch account premise, where the merchandise imported are books and periodicals or elaborate fish imported for re-trade. Letters of Credit are substantial for up to 365 days. Imports on Advance Payment terms are permitted where the aggregate estimation of the merchandise does not surpass $10,000. Installments for imports made on Advance Payment premise can be made through bank draft, mail exchange, or transmitted exchange. Merchandise for which propel installment has been made ought to be gotten by the shipper inside 90 days of installment.

Fundamental reports required by business banks for imports incorporate a receipt, protection endorsement (if appropriate), and transport records. Contingent upon the item and the method of installment, reports, for example, endorsements of beginning, assessment declarations, and pressing records may likewise be required. Shipments via air payload may require an indistinguishable documentation from those touching base via ocean. All delivery archives in connection to imports made on DP or DA terms ought to be sent by the provider’s bank or by the provider to a business bank in Sri Lanka for discharge to the merchant of merchandise. In the occasion the first reports are not gotten on time, the merchant, at the circumspection of the bank, may submit duplicates of those archives for accreditation by the bank for freedom of the products. The merchant ought to orchestrate the first transporting reports to be gotten by the bank worried inside 30 days from the date of affirmation of the duplicates.

To clear products through traditions, the shipper ought to submit applicable delivery records ensured by a business bank and traditions statement structures to the Sri Lanka Department of Customs. On account of an import made on an AP premise, merchandise will be discharged on accommodation of agreeable verification of installment, for example, bank affirmations. On account of an import made on a committal account premise, products will be discharged by traditions on the accommodation of freedom reports. Sri Lanka Exports Commodities.

The significant fare items of Sri Lanka are:

  • Materials and clothing
  • Tea and flavors
  • Precious stones
  • Emeralds
  • Rubies
  • Coconut items
  • Elastic makes
  • Fish

Sri Lanka Exports Partners

The accompanying chart delineates the offer of different fare accomplices of Sri Lanka:

Sri Lanka Imports Commodities:

The significant import wares of Sri Lanka are as per the following:

  • Material textures
  • Mineral items
  • Oil
  • Foodstuffs
  • Apparatus and transportation gear

What are the legitimate commitments and obligations?

The Sri Lankan Department of Inland Revenue lays out the assessment structure required for people, associations and organizations. Contingent upon your circumstance, you might be qualified for tax-exempt stipend in Sri Lanka, gave that your pay is under a specific sum.

The Institute of Chartered Accountants in Sri Lanka made a code of corporate administration concerning all organization money related methods. Inside the code, they proposed that organizations ought to build up a straightforward arrangement on official and chief remuneration. Corporate administration guidelines are currently compulsory for every single recorded organization and they should cover preparing, consistence detailing and board structure.

As indicated by Sri Lankan work law, a worker is qualified for 14 days of paid yearly leave in the wake of serving a year constantly at the organization. Laborers are qualified for one and a half days off every week, and pay on all open and religious occasions. They are additionally qualified for a large portion of a month’s pay for each finished year of administration following at least five years in case of an end. Maternity leave is 12 weeks in Sri Lanka.

There’s no benefits conspire for private division workers in Sri Lanka. Be that as it may, organizations must pay tips to workers following five years in organizations of 15 individuals or more.

The reason of company registration in Sri Lanka are: 1. As business expansion 2. Generate revenue 3. Tax exemption 4. Open market 5. Political stable 6. Skill manpower 7. Revenue export 8. Available raw materials