Companies (Amendment) Act 2025 · As enacted
7. Insertion of new division in the principal enactment
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
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.”.