Act of Parliament · As enacted
Companies (Amendment) Act 2025
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
This Act may be cited as the Companies
(Amendment) Act, No. 12 of 2025.
The provisions of this Act other than the provisions of this section shall come into operation on such date as the
Minister may appoint by Order published in the Gazette.
The provisions of this section shall come into operation on the date on which the Bill becomes an Act of Parliament.
s 2Amendment of section 4 of Act, No. 07 of 2007
Section 4 of the Companies Act, No. 07 of 2007
(hereinafter referred to as the “principal enactment”) is hereby amended by the repeal of subsection (2) thereof and the substitution therefor, of the following: -
“(2) A company, other than a company limited by guarantee, may have a single shareholder, who may -
be a natural person;
be a body corporate; or
be the Secretary to the Treasury holding shares on behalf of the Government of
Sri Lanka.”.
s 3Amendment of section 11 of the principal enactment
Section 11 of the principal enactment is hereby amended in subsection (5) thereof by the substitution for the words “ten working days”, of the words “twenty working days”.
[Certifi ed on 04th of August, 2025]
s 4Amendment of section 51 of the principal enactment
Section 51 of the principal enactment is hereby amended as follows: -
by the insertion immediately after subsection (1)
thereof, of the following new subsection: -
“(1A) A company shall not issue a share warrant to bearer or bearer share irrespective of whether its articles of association purport to authorise it to do so.
For the purposes of this subsection -
“share warrant to bearer”
means a negotiable instrument whose ownership is determined by possession of the issued physical warrant certifi cate, and any other similar warrant or instrument without traceability, but does not include –
any instrument that only confers rights to subscribe for shares in a company under specifi ed conditions, but not ownership or entitlement to ownership in shares, unless and until the instrument is exercised or redeemed; and
a dematerialised or registered form of warrant or any other instrument whose owners can be identifi ed; and
“bearer share” means a negotiable instrument which may contain the rights specifi ed in section 49 but whose ownership is determined by the simple possession of a physically issued share certifi cate, and any other similar instrument such as security to the bearer named in section 110(1)(b) (iii), without traceability, but does not include a dematerialised or registered form of share certifi cate whose owners can be identifi ed.”;
in sub-paragraph (i) of paragraph (a) of subsection (4) thereof, by the substitution for the words “shares issued;”, of the words “shares issued and names of the persons to whom such shares are issued;”.
s 5Insertion of new section 51A of the principal enactment
The following new section is hereby inserted immediately after section 51 of the principal enactment, which shall have effect as section 51A of the principal enactment:-
51A. (1) Every holder of any share warrant to bearer or bearer shares shall, within sixty days from the date of operation of the
Companies (Amendment) Act, No. 12 of 2025
inform the issuing company of such fact and provide to the secretary of the company in writing his name, address and other contact details.
The company shall, upon the receipt of details under subsection (1) maintain a register and record such details forthwith.
“Duty of the existing holder of any share warrant to bearer or bearer share.
Where any holder of any share warrants to bearer or bearer shares fails to comply with the provisions of subsection (1), any rights associated with such share warrants to bearer or bearer shares shall stand nullifi ed at the end of such period specifi ed in that subsection.
Every holder of any share warrants to bearer or bearer shares shall, within sixty days from the date of operation of the Companies
(Amendment) Act, No. 12 of 2025 or upon the nullifi cation under subsection (3), convert such share warrants to bearer or bearer shares to shares in registerable form for the purpose of the shareholder register under the provisions of section 123(1).”.
s 6Amendment of section 52 of the principal enactment
Section 52 of the principal enactment is hereby amended by the repeal of subsection (3) thereof, and the substitution therefor, of the following: -
“(3) Upon receipt of the consideration, the company shall make an allotment of the shares within twenty working days of the receipt of such consideration:
Provided however, that the period of time specifi ed in this subsection shall not apply in respect of the issuance of shares which are fully paid up from the reserves of the company to all shareholders of the same class in proportion to the number of shares held by each shareholder.”.
s 7Insertion of new division in the principal enactment
The following new division is hereby inserted immediately after section 130 (SHARE REGISTER) of the principal enactment and shall have effect as a new division of that enactment: -
“BENEFICIAL OWNERSHIP
130A. (1) Every company incorporated or registered under this Act or any former written law relating to companies (under this heading referred to as the “company”) shall, at the time of incorporation or within twenty working days of the issue of any shares or transfer of shares, give notice to the Registrar in the prescribed form of-
the full names and previous full names (if any) as appearing in the identifi cation document of benefi cial owners of the company;
the dates and places of birth, nationalities, countries of residence, and the last known addresses of benefi cial owners of the company;
the residential addresses, business addresses, email addresses, and postal addresses of benefi cial owners of the company;
the
National
Identity
Card numbers,
Tax
Identifi cation
Numbers, or passport numbers and the countries of issuance of benefi cial owners of the company;
Details of the benefi cial ownership of a company to be given to the
Registrar.
the contact details of benefi cial owners of the company; and
a full statement describing the nature and the extent of the benefi cial ownership.
Every shareholder shall, within ten working days of the subscription of any shares or transfer of shares give the details specifi ed in subsection (1) to the company.
Every director or secretary of the company shall disclose the details referred to in subsection (1) relating to benefi cial owners of the company to the Registrar when such director or secretary becomes aware of such details.
(a) The company shall maintain a register and record the details specifi ed in subsection (1) when it becomes aware of such details and the company shall keep such register of benefi cial owners of the company subject to the provisions of paragraph (b) of subsection (3) of section 116 at its registered offi ce.
The provisions of section 124 relating to the place of the share register of a company shall mutatis mutandis apply to the register of benefi cial owners of the company.
(a) A company shall keep and maintain records of the details of the benefi cial owners of the company and the nature and extent of the benefi cial ownership of the company for a period of at least ten years after the date on which the record was made.
The administrator or liquidator of a company under dissolution and any other person involved in the dissolution of a company shall keep and maintain records of the details of the benefi cial owners of the company and the nature and extent of the benefi cial ownership of the company for a period of at least fi ve years after the date on which the company is dissolved or otherwise ceases to exist.
The Registrar shall maintain a register to record the details specifi ed in subsection (1).
The company shall, within fourteen working days upon the receipt of details that a person holds, acquires, or effects a subsequent change of benefi cial ownership of a company, notify the Registrar of such details specifi ed in subsection (1).
Every company shall, subject to the provisions of subsection (7) deliver the details of benefi cial owners of the company in a form as may be prescribed together with the annual return of the company under section 131.
The provisions of section 181 relating to the power to require information as to persons interested in shares or debentures shall mutatis mutandis apply to benefi cial owners of the company.
Notwithstanding the provisions of subsection (2) of section 262, the provisions of sections 130A to 130J shall apply to an offshore company incorporated outside
Sri Lanka and registered under this Act and an overseas company registered under this Act.
In this section, the expression “former written law relating to companies” means any written law repealed by the Companies
Ordinance (Chapter 145) or the Companies
Act, No. 17 of 1982 or this Act.
130B. A company or the Registrar shall, upon a request made by the Attorney-General,
Financial Intelligence Unit established under the Financial Transactions Reporting Act,
No. 6 of 2006, Director-General of Customs,
Commissioner-General of Inland Revenue, any public authority having the responsibility for investigating or prosecuting money laundering, terrorist fi nancing or any other criminal offences, any public procurement authority, or any regulatory authority make available the details of the benefi cial owners of the company held or submitted under section 130A.
130C.
available details
A company shall appoint, in a prescribed manner a natural person residing in
Sri Lanka as the authorised person who is –
responsible for the safe keeping of the register of the benefi cial owners of the company; and
Details to be furnished.
Appointment of a person for safekeeping and making
authorised by the company to make the details of the benefi cial owners of the company recorded in terms of section 130A available to the person or authority specifi ed in section 130B.
The company shall disclose the details of the authorised person referred to in subsection (1) at the time of incorporation and any subsequent changes to such authorised person in a form as may be prescribed.
Every company incorporated or registered under the Companies Act, No. 07
of 2007 or any former written law relating to companies shall, within a period of three months from the date of operation of the
Companies (Amendment) Act, No. 12 of 2025, disclose the details of the authorised person referred to in subsection (1).
130D.
public
The Registrar shall make the details of the benefi cial owners of a company promptly accessible to the public, whether electronically or physically. Such details shall be limited to the full names and former full names (if any), nationalities (including dual citizenship, where applicable), countries of residence, business addresses, and the nature and extent of benefi cial ownership in the company:
Provided however, any member of the public seeking any further information set out in subsection (1) of section 130A, may make
Details for an application for information in terms of the provisions of the Right to Information Act,
No. 12 of 2016.
Any member of the public who intends to obtain an authenticated copy of the details referred to in subsection (1) shall make an application to the Registrar accompanied by a fee as may be prescribed.
130E. If the Registrar has reasonable grounds to believe that a company-
has failed or fails to keep and maintain a register of benefi cial owners of the company referred to in section 130A; or
has failed or fails to comply with any time period referred to in section 130A, the Registrar shall, in writing issue a directive to the company instructing the company to comply with the provisions of section 130A within a period of seven working days from the date of receiving the directive.
130F. Notwithstanding anything to the contrary in any other written law, a claim to benefi cial ownership of a company may not be claimed or be recognised for any lawful purpose, unless such benefi cial ownership is disclosed and registered in the manner set out under this heading.
A claim for benefi cial ownership.
Failing to keep and maintain a register of benefi cial owners of the company.
130G. (1) A company which –
contravenes or fails to comply with subsection (1), (3), (4), (7)
or (8) of section 130A;
knowingly provides false or misleading details about a benefi cial owner of the company or the nature and extent of the benefi cial ownership of the company;
knowingly withholds details of a benefi cial owner of the company that should be entered into the register referred to in subsection (1) of section 130A; or
knowingly makes a false entry into the register referred to in subsection (1) of section 130A, shall be guilty of an offence and be liable on conviction to a fi ne not exceeding one million rupees or to imprisonment of either description for a period not exceeding ten years or to both such fi ne and imprisonment.
Where an offence under this section is committed, then every person who at the time of the commission of the offence was a director or an offi cer of such company shall be deemed to have committed that offence unless such person proves that the offence was committed without such person’s knowledge, or that such person exercised all due diligence to prevent the commission of such offence.
Offences.
A shareholder, secretary or authorised person who contravenes or fails to comply with the provisions under subsection (2) of section 130A or subsection (3) of section 130A or 130C shall be guilty of an offence and be liable on conviction to a fi ne not exceeding one million rupees or to imprisonment of either description for a period not exceeding ten years or to both such fi ne and imprisonment.
130H.
Special
Every company incorporated or registered under the Companies Act,
No. 07 of 2007 or any former written law relating to companies and having benefi cial owners on the date of operation of the
Companies (Amendment) Act, No. 12 of 2025
shall, in the prescribed form and manner, forward to the Registrar the details relating to benefi cial owners of that company in terms of section 130A within six months from the date of operation of the Companies (Amendment)
Act, No. 12 of 2025.
Every depositary of a licensed stock exchange shall, within thirty days from the date of operation of the Companies (Amendment)
Act, No. 12 of 2025 in the prescribed form and manner, be required to verify, report, record and notify the Registrar of the details of the shareholders of a company who held ten per cent or more of the issued shares of the company on the date of operation of the
Companies (Amendment) Act, No. 12 of 2025.
Every company shall, within thirty days from the date of operation of the Companies provisions relating to reporting, receiving, etc. of details relating to benefi cial ownership of the company.
(Amendment) Act, No. 12 of 2025, in the prescribed form and manner, be required to verify, report, record and notify the Registrar of the details of benefi cial owners of the company on the date of operation of the
Companies (Amendment) Act, No. 12 of 2025.
A company which contravenes or fails to comply with any provisions of this section shall be guilty of an offence and be liable on conviction to a fi ne not exceeding fi fty thousand rupees or to imprisonment of either description for a period not exceeding six months, or to both such fi ne and imprisonment.
In this section, the expression “former written law relating to companies” means any written law repealed by the Companies
Ordinance (Chapter 145) or the Companies
Act, No. 17 of 1982 or this Act.
130I. The Minister may make regulations in respect of all or any of the following matters: -
maintenance of the register of benefi cial ownership of the company;
reporting of an acquisition of benefi cial ownership of the company; and
for obtaining details relating to benefi cial ownership of the company.
Regulations.
130J. Under this heading -
“benefi cial owner” means a natural person who ultimately owns or controls ten per cent or more of a company, in whole or in part, through, direct or indirect ownership or control of shares or voting rights or other ownership interest in that company, and also includes a natural person who exercises effective control through other means, and benefi cial ownership is to be construed accordingly;
“effective control”
includes a situation where control is exercised indirectly either through a chain of ownership or by appointment or removal of a director or by any other means of indirect control, such as the ability to take strategic decision that affects the operation of the company, its business practices or general direction of the company.”.
s 8Amendment of section 206 of the principal enactment
Section 206 of the principal enactment is hereby amended by the repeal of subsections (2) and (3) thereof and the substitution therefor, of the following new subsections: -
Interpretation.
“(2) Where a company intends to remove a director and appoint a new director in the place of the director so removed, a special notice shall be given to all shareholders of the company and it shall be the duty of the secretary to the company to send a copy of the special notice to the director who is to be removed. Such director shall be entitled to be heard at such meeting irrespective of whether or not such director is a shareholder of that company.
Upon the receipt of the special notice under subsection (2), the director concerned may, within fourteen working days from the date of receipt of the special notice make a representation to the company in writing requiring the company to notify each shareholder of the company.
The secretary to the company shall forthwith send a copy of the representation to every shareholder of the company. Where a copy of the representation has not been sent due to negligence of the company or due to the fact that the representation was received after the expiry of a period specifi ed therein, the secretary to the company shall read out the representation at the meeting, if such director so requires:
Provided that where the company is able to satisfy the court that the provisions of this section are being abused by the director concerned in order to secure unnecessary publicity of a defamatory nature, the company may seek an order of the court for costs to be paid by such director, and to refrain from sending such representation to the shareholders or reading such representation at the meeting.”.
s 9Amendment of section 211 of the principal enactment
Section 211 of the principal enactment is hereby amended in subsection (1) thereof, by the substitution for the words “valid only for one year from his appointment.”
of the words and fi gures, “valid till the next annual general meeting subject to paragraph (b) of subsection (1) of section 133 of the Act.”.
s 10Amendment of section 270 of the principal enactment
Section 270 of the principal enactment is hereby amended by the repeal of paragraph (c) thereof.
s 11Amendment of section 272 of the principal enactment
Section 272 of the principal enactment is hereby amended by the repeal of subparagraph (i) of paragraph (a)
of subsection (1) thereof.
s 12Amendment of section 341 of the principal enactment
Section 341 of the principal enactment is hereby amended by the repeal of subsection (3) thereof and the substitution therefor, of the following: -
“(3) Within one week from the date of the meetings referred to in subsection (1), or where no such meetings are held on the same date, from the date of the subsequent meeting, the liquidator shall send to the Registrar a copy of the accounts and shall make a return to him confi rming the fact of the holding of the meetings and of their dates, and where the copy is not sent or the return is not made in accordance with the provisions of this subsection, the liquidator shall be guilty of an offence and on conviction, be liable a fi ne not exceeding fi fty thousand rupees .”.
s 13Amendment of section 424 of the principal enactment
Section 424 of the principal enactment is hereby amended in subsection (2) thereof, by the substitution for the words “it may reasonably require.”, of the following: -
“it may reasonably require:
Provided however, where an administrator is unable to provide the required information within the period of time specifi ed in the notice made under this subsection, such administrator may forward an application to the Registrar setting out therein the reasons for such inability. Upon consideration of the application and reasons, the
Registrar may extend, subject to any terms and conditions, if any, the period of time specifi ed for the providing of information. The Registrar shall, in writing communicate his decision to the administrator and the creditors’ committee.”.
s 14Amendment of section 471 of the principal enactment
Section 471 of the principal enactment is hereby amended as follows: -
in subsection (1) thereof, by the insertion immediately after paragraph (a), of the following new paragraph: -
“(aa) persons by name or by offi ce, to be or to act as Additional Registrars-General of
Companies;”;
in subsection (2) thereof, by the substitution for the words and fi gure “subsection (1) as a Deputy
Registrar-General of Companies”, of the words and fi gure “subsection (1) as an Additional
Registrar-General of Companies or a Deputy
Registrar-General of Companies”; and
by the addition immediately after subsection (2)
thereof, of the following new subsection: -
“(3) Any class or category of offi cers of the Department of the Registrar-General of
Companies may be paid incentive allowance in such manner and at such rates, and shall be subject to such conditions of service, as may be prescribed in consultation with the Minister in charge of the subject of Finance.”.
s 15Amendment of section 472 of the principal enactment
Section 472 of the principal enactment is hereby amended by the repeal of subsection (1) thereof and the substitution therefor, of the following: -
“(1) A person who is aggrieved by an act or decision of the Registrar may appeal to the court within fi fteen working days after the date of receiving notice of the act or decision or such further time as the court may allow.”.
s 16Insertion of new section 484A of the principal enactment
The following new section is hereby inserted immediately after section 484 of the principal enactment, which shall have effect as section 484A of the principal enactment: -
484A. (1) Where a company is unable to furnish such information or produce any book, register or other document before the date specifi ed in the notice under subsection (1)
of section 484, such company may make an application together with the reasons therefor to the Registrar for an extension of such period.
Upon the consideration of the application and reasons, the Registrar may extend the time period subject to the terms and conditions as he may think fi t to impose. The Registrar shall in writing communicate his decision to the company.
“Registrar’s power to grant extension for acts.
Where the company fails to comply with the direction within the extended period of time under subsection (1)—
the company shall be guilty of an offence and be liable on conviction to a fi ne not exceeding fi ve hundred thousand rupees;
every offi cer of the company who is in default shall be guilty of an offence and be liable on conviction to a fi ne not exceeding two hundred thousand rupees.”.
s 17Amendment of section 487 of the principal enactment
Section 487 of the principal enactment is hereby amended in subsection (5) thereof, by the substitution for the words “shall vest in and be at the disposal of the State.”, of the following: -
“shall vest in and be at the disposal of the State:
Provided that any company of which, the name has been struck off under subsection (3) may before the expiry of a period of ten years from the date of operation of the Companies (Amendment)
Act, No. 12 of 2025, apply to court making the
Attorney-General a party to such application and show cause to the satisfaction of the court stating reasons why such company was unable to comply with the provisions of subsection (1). After such inquiry as the court may deem necessary, the court may permit the re-registration of the company and upon such registration, make an order for the return to the company of all property previously vested in the State under this subsection:
Provided further that where property vested in the State under the provisions of this subsection has been dealt with or disposed of, by the State, the rights of third parties who have acquired such rights from the State in good faith shall not be affected in any manner:
Provided however, where the property has been destroyed or damaged or, physical possession of the property has not been taken by the State, the
State shall not be liable to any party in any manner.”.
s 18Amendment of section 508 of the principal enactment
Section 508 of the principal enactment is hereby amended by the repeal of subsection (1) thereof and substitution therefor, of the following: -
“(1) A party to a dispute –
arising in giving effect to the provisions of this Act; or
which relates to the management of affairs of any company, may request the Companies Disputes Board that the dispute may be referred to for mediation before a member of the Companies Disputes Board and the
President of the Companies Disputes Board may, if he deems appropriate, refer the same for mediation to any member of the Companies Disputes Board.”.
s 19Insertion of new section 513A in the principal enactment
The following new section is hereby inserted immediately after section 513 of the principal enactment, and shall have effect as section 513A of the principal enactment: -
513A.
“General
A person, a director, a secretary or an offi cer who contravenes or fails to comply with any provisions of this Act or any regulation made thereunder for which no punishment is expressly provided for such offence shall be guilty of an offence and be liable on conviction to a fi ne not exceeding one million rupees or to imprisonment of either description for a period not exceeding six months, or to both such fi ne and imprisonment.
Where any provision of this Act is contravened or omitted or failed to comply with by a body of persons and where no punishment is expressly provided in this Act, if such body of persons –
is a body corporate, every director, manager or secretary of such body corporate;
is a fi rm, every partner of that fi rm; or
is an unincorporated body other than a fi rm, every member of such body, shall be deemed to have committed an offence and shall, on conviction be liable to a fi ne not exceeding fi ve hundred thousand rupees or to imprisonment of either description for a period not exceeding one year or to both such fi ne and imprisonment:
penalties.
Provided however, that no such person shall be deemed to be guilty an offence if he proves that the offence was committed without his knowledge or that he exercised all due diligence to prevent the commission of the offence.”.
s 20Amendment of section 529 of the principal enactment
Section 529 of the principal enactment is hereby amended by the repeal of paragraph (a) of the defi nition of the expression “distribution” and the substitution therefor, of the following: -
“(a) the direct or indirect transfer of money or property other than the shares of the company, to or for the benefi t of a shareholder; or”.
s 21Amendment of certain sections of the principal enactment
The sections of the principal enactment specifi ed in
Column I of the Schedule hereto, are hereby amended by the substitution for the words and fi gures specifi ed in the corresponding entry in Column II, of the words and fi gures specifi ed in the corresponding entry in Column III of that
Schedule.
s 22Sinhala text to prevail in case of inconsistency
In the event of any inconsistency between the Sinhala and Tamil texts of this Act, the Sinhala text shall prevail.