Companies Act 2007 · As enacted · Part XVIII · Overseas Companies
493. Name of overseas company
Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.
Official translationFrom Department of Government Printing, unchanged
Where it appears to the Registrar that the corporate name of a registered overseas company is a name by which the company, had it been formed under this Act, would on the relevant date have been precluded from being registered under section 7 of this Act, or in respect of which a direction could have been given under subsection (1) of section 10, the Registrar may serve a notice on that registered overseas company stating why the name could not have been registered, or the grounds on which such a direction could have been given, as the case may be.
No notice under subsection (1) may be served on a company later than twelve months after the relevant date.
The “relevant date” for the purposes of subsections (2)
and (3) is—
the date on which the overseas company has complied with the provisions of section 489; or
if there has been a change in the corporate name of the overseas company, the date on which notice of that change was given under section 491.
A registered overseas company on which a notice has been served under subsection (1) —
may deliver to the Registrar a notice in the prescribed form, specifying a name approved by the Registrar, other than its corporate name under which it proposes to carry on business in Sri Lanka; and
may after that name has been registered, at any time deliver to the Registrar, a notice in the prescribed form specifying a name approved by the Registrar, other than its corporate name, in substitution for the name previously registered.
The name by which an overseas company is for the time being registered under subsection (4), shall for all purposes of the law of Sri Lanka, be deemed to be the name of the company. The provisions of this subsection—
shall not affect references to the corporate name of the company in this section;
shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company. Any legal proceedings that might have been commenced or continued against the company by its corporate name, may be commenced or continued against it by the name by which it is for the time being registered.
The Registrar may withdraw a notice given under subsection (1), if he is satisfied that it ought not to have been given, or that the circumstances in which it was given have changed, and at the time of withdrawal there would not be any grounds on which such a notice could be given. The provisions of subsection (7) shall not apply in respect of a notice that has been withdrawn under this subsection.
A registered overseas company on which a notice has been served under subsection (1), shall not at any time after the expiration of two months from the service of that notice,
(or such longer period as may be specified in the notice)
carry on business in Sri Lanka under its corporate name.
Where a registered overseas company fails to comply with the requirements of subsection (7)—
the company shall be guilty of an offence and be liable on conviction to a fine not exceeding two hundred thousand rupees;
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.
Part XIX
Advisory Commission
Part XX
Companies Disputes Board
Part XXI
Offences Miscellaneous Offences
Part XXII
Miscellaneous Prohibition of Partnership with More Than Twenty Members
Part XXIII