As enacted

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Companies Act 2007 · As enacted · Part VII · Management and Administration Registered Office

116. Location of company records

Official English translation. The Sinhala text prevails. Open the official Sinhala text, official PDF on documents.gov.lk

(1)

Subject to the provisions of subsection (3), a company shall keep the following documents at its registered office :—

(a)

the certificate of incorporation and the articles of the company ;

(b)

minutes of all meetings and resolutions of shareholders passed within the last ten years ;

(c)

an interests register, unless it is a private company which is dispensed with the need to keep such a register ;

(d)

minutes of all meetings held and resolutions of directors passed and directors’ committees held within the last ten years ;

(e)

certificates required to be given by the directors under this Act within the last ten years ;

(f)

the register of directors and secretaries required to be kept under section 223 ;

(g)

copies of all written communications to all shareholders or all holders of the same class of shares during the last ten years, including annual reports prepared under section 166 ;

(h)

copies of all financial statements and group financial statements required to be completed under this Act for the last ten completed accounting periods of the company ;

(i)

the copies of instruments creating or evidencing charges and the register of charges required to be kept under sections 109 and 110 ;

(j)

the share register required to be kept under section 123 ; and

(k)

the accounting records required to be kept under section 148 for the current accounting period and for the last ten completed accounting periods of the company.

(2)

Notwithstanding the provisions of subsection (1), the references in paragraphs (b), (d), (e), and (g) of subsection (1)

to the period of ten years and the refereces is paragraph (h)

and (k) of that subsection to ten completed accounting periods, may be reduced to such lesser period by the Registrar, where he considers it necessary and appropriate.

(3)

The documents referred to in—

(a)

paragraphs (a) to (i) of subsection (1) may be kept at a place in Sri Lanka other than in the registered office, notice of which is given to the Registrar in accordance with subsection (4) ;

(b)

paragraph (j) of subsection (1) may be kept at a place other than the registered office, in accordance with section 124 ;

(c)

paragraph (k) of subsection (1) may be kept at a place other than the registered office, in accordance with section 149.

(4)

If any records are not kept at the registered office of the company or the place at which they are kept is changed, the company shall ensure that within ten working days of their first being kept elsewhere or moved, as the case may be, notice is given to the Registrar of the place or places where the records are kept.

(5)

If a company fails to comply with the requirements in subsection (1) or subsection (4)—

(a)

the company shall be guilty of an offence and be liable on conviction to a fine not exceeding two hundred thousand rupees ; and

(b)

every officer of the company who is in default shall be guilty of an offence and be liable on conviction to a fine not exceeding one hundred thousand rupees.

Read on from s 117

Part VIII