Colombo Port City Economic Commission Act 2021 · As enacted · Part VII · Offshore Companies to Operate Within the Area of Authority of the Colombo Port City
41. Registration of companies as offshore companies for the purposes of this Act
Official English translation. The Sinhala text prevails. Open the official Sinhala text, official PDF on documents.gov.lk
Official translationFrom Department of Government Printing, unchanged
The provisions of this Part of this Act shall, notwithstanding the provisions of Part XI of the Companies
Act, No. 7 of 2007, be applicable in relation to offshore companies incorporated to engage in business in and from the Area of Authority of the Colombo Port City.
On receipt of an application from a company to be registered as an offshore company under this Part of this
Act, the Commission shall, if such application is acceptable to the Commission, while having regard to the national interest or in the advancement of the national economy, recommend to the Registrar-General of Companies to proceed to register such company as an offshore company in terms of Part XI of the Companies Act, No. 7 of 2007 and issue a Certificate of Registration to the applicant company as an offshore company permitted to engage in business in and from the Area of Authority of the Colombo Port City.
An application to the Commission, to be registered as an offshore company shall be accompanied by the following :–
a certified copy of the charter, statute or articles of association of the company or such other instrument constituting or defining the constitution of the company, and where such instrument is not in an official language or in English, a translation of the instrument in English;
a list of the directors or those managing the affairs of the company, containing their full names, addresses, occupations and the office they hold in the company;
in the case of a company incorporated overseas, the names and addresses of one or more persons who are resident in and are citizens of Sri Lanka, who is or are authorised to represent the company;
in the case of a company incorporated overseas –
a statement containing the full address of the registered or principal office of the company in the country of incorporation and of the office of the company in Sri Lanka; and
a copy of the Certificate of Incorporation, certified by the issuing authority within thirty days prior to the submission of the application;
a duly authenticated statement issued by the company, to the effect that there are no legal impediments in the country of incorporation of such company, for such company to be registered to carry on business as an offshore company; and
the non-refundable processing fee in such amount as may be determined by the Commission.
The applicant shall, in the event of any change or alteration to the particulars set out in an application so tendered, forthwith inform the Commission of such change or alteration and the Commission shall notify the Registrar-General of Companies of the same, for steps to be taken in that regard as may be necessary.
A Certificate of Registration issued by the Registrar-General of Companies in the name of an applicant to operate as an offshore company in terms of this Part of this Act, shall be deemed to exempt such company to which a Certificate of Registration is issued to engage in business in and from the Area of Authority of the Colombo Port City, from having to comply with the provisions of the such Companies Act.
A company to whom a Certificate of Registration has been issued in terms of the preceding provisions of this section, permitting such company to engage in business as an offshore company in and from the Area of Authority of
Colombo Port City, shall be deemed to be a non-resident company within the meaning and for the purposes of, the
Inland Revenue Act, No. 24 of 2017.
Any regulation may be made for the purposes of this Part of this Act to be applicable to offshore companies herein incorporated, on the basis that the company that applied to be registered under this Part of this Act is being regulated in the country of its incorporation.
An offshore company registered under this Part of this Act may carry on business as authorised by the
Commission only in and from the area of Authority of the
Colombo Port City, in terms of this Act.
An offshore company which intends to continue its business as an offshore company in terms of this Act shall, at the commencement of that year and no later than the thirty-first day of January of every succeeding year, produce in the manner specified, to the Registrar-General of Companies proof of payment of the annual fee, in such amount as shall be determined by the Commission.
An offshore company so registered may notify the
Commission of its intention to cease carrying on business as an offshore company in and from the Area of Authority of the Colombo Port City, by giving notice in writing to the
Commission. The Commission shall, with the concurrence of the Registrar-General of Companies, take such steps as may be required.
The Commission may for good cause, recommend to the Registrar-General of Companies, while stating the reasons therefor, to cancel any Certificate of Registration issued, and the Registrar-General of Companies shall cancel such Certificate of Registration. Upon such cancellation, the offshore company shall cease to enjoy the privileges and benefits granted under this Act or consequently under any other written law of Sri Lanka. In the event of any such cancellation by the Registrar-General of Companies, the
Commission shall inform the applicant of the same in writing, stating the reasons therefor.
Part VIII
Offshore Banking Business in and from the Area of Authority of the Colombo Port City
Part IX
Determination and Grant of Exemptions or Incentives for the Promotion of Businesses of Strategic Importance
Part X
Applicability of the Condominium Management Authority Law and the Apartment Ownership Law
Part XI
Applicability of the Securities and Exchange Commission Act
Part XII
Estate Manager and Provision of General Services
Part XIII
International Commercial Dispute Resolution Centre
Part XIV
Priority in Hearing Legal Proceedings
Part XV
Interim Provisions and Investment Protection
Part XVI