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As enacted

Act of Parliament

Rescue, Rehabilitation and Insolvency (Corporate and Personal) Act 2026

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

(1)

This Act may be cited as the Rescue, Rehabilitation and Insolvency (Corporate and Personal) Act, No. 12 of 2026.

(2)

The provisions of this section shall come into operation on the date on which the certificate of the Speaker is endorsed in respect of this Bill in terms of Article 80 of the Constitution.

(3)

Subject to subsection (4), all other provisions of this

Act shall come into operation on the expiry of a period of six months from the date on which the certificate of the Speaker is endorsed under subsection (2).

(4)

The Minister may, at any time within one month prior to the date on which this Act is due to come into operation under subsection (3), by Order published in the Gazette, extend further the period specified in subsection (3):

Provided however, the aggregate period of such extension shall not exceed two years from the date on which the certificate of the Speaker is endorsed.

(1)

In this Act, unless the context otherwise requires –

“administration” means administration under Part IX and “administrator” shall have the corresponding meaning;

“administration creditors’ committee” means a committee established under section 217;

“appointee” means a receiver or a manager or a receiver and a manager of any property appointed otherwise than under this Act, whether or not that person is empowered to sell any of such property;

“assetless company” means a company in liquidation that has–

Rescue, Rehabilitation and Insolvency

(a)

insufficient assets, to meet the likely costs, charges and expenses of the liquidation and to remunerate the liquidator; and

(b)

no reasonable prospect of paying any distribution to creditors;

“Authority” means the Insolvency Regulatory

Authority;

“bank” means a licensed commercial bank or a licensed specialised bank within the meaning of the Banking Act, No. 30 of 1988;

“bank account” means an account held at a bank;

“bankrupt debtor”, in relation to a Bankruptcy procedure, means the debtor in respect of whom a Bankruptcy Order has been made;

“Bankruptcy Trustee” means a person appointed as a

Bankruptcy Trustee under section 98;

“commencement” with respect to –

(a)

the administration of a company, shall have the meaning given to it under section 179;

(b)

the deed administration of a company, shall have the meaning given to it under subsection (2) of section 228;

(c)

a bankruptcy, shall have the meaning given to it under section 92;

(d)

the liquidation of a company, shall have the meaning given to it under section 297;

(e)

the provisional liquidation of a company, shall have the meaning given to it under subsection (3) of section 304;

(f)

the receivership of property of a company, shall have the meaning given to it under section 369;

Rescue, Rehabilitation and Insolvency

“Companies Act” means the Companies Act, No. 07

of 2007;

“company” means a company incorporated under the

Companies Act or an existing company, and

(a)

includes an off-shore company for the purposes of Part XI of the Companies Act;

but

(b)

excludes the types of entities set out in the

Second Schedule;

“connected party” means a person who is connected to another person in the manner set out in the

Third Schedule;

“Constitutional Council” means the Constitutional

Council established under Article 41A of the

Constitution;

“contributory” with respect to a company –

(a)

means –

(i)

every shareholder of the company, and every person to whom a share has been transmitted by operation of law; and

(ii)

every other person liable to contribute to the assets of the company in the event of its liquidation; and

(b)

includes, for the purposes of all proceedings for determining and all proceedings prior to final determination of the persons who are contributories, any person alleged to be a contributory within the meaning of paragraph (a);

Rescue, Rehabilitation and Insolvency

“control” means ownership either directly or indirectly of more than fifty per cent of the capital of a person; the power, right or ability, directly or indirectly to direct or cause the direction of the management, policies or affairs of a person, whether by statute or by any written law or contract; or ownership of the voting capital, or otherwise;

“creditor” includes a person to whom a company or an individual owes a debt or is under a liability, whether present or future, certain or contingent and whether ascertained or sounding in damages;

“debtor”, in relation to a personal insolvency procedure, means-

(a)

before a Personal Insolvency Order has been made, the individual in respect of whom an application, petition or proposal has been made or is being prepared; and

(b)

after a Personal Insolvency Order has been made, the individual in respect of whom an order has been made;

“deed administration” means deed administration under Part IX and “deed administrator” shall have the corresponding meaning;

“director”, with respect to a company, includes –

(a)

a person occupying the position of a director of the company, by whatever name called;

and

(b)

for the purposes of the definition “involved party” and for the purposes of sections 9,

182, 313, 371, 440 and 442 includes –

Rescue, Rehabilitation and Insolvency

(i)

a person in accordance with whose directions or instructions a person referred to in paragraph (a) may be required or is accustomed to act;

(ii)

a person in accordance with whose directions or instructions the board of the company may be required or is accustomed to act;

(iii)

a person who exercises or who is entitled to exercise or who controls or who is entitled to control the exercise of powers which, apart from the articles of the company, would be required to be exercised by the board, but shall not apply to a person if and to the extent that the person acts only in a professional capacity;

“encumbrance” means security of every kind;

“enforce”, with respect to an encumbrance over property of a company or an individual, includes –

(a)

giving notice converting a floating charge into a fixed charge;

(b)

entering into possession or custody or assuming control of property of the company or individual by way of enforcement of the encumbrance;

(c)

appointing a receiver of property of the company or individual under an instrument, under section 372 by way of enforcement of the encumbrance;

(d)

applying to court under section 373 for the appointment of a receiver of property of the company or individual by way of enforcement of the encumbrance;

Rescue, Rehabilitation and Insolvency

(e)

appointing an appointee or applying to court for the appointment of an appointee, by way of enforcement of the encumbrance;

(f)

appointing a person to enter into possession or custody or assume control of property of the company or individual, as agent for –

(i)

the grantee of the encumbrance; or

(ii)

the company or individual, by way of enforcement of the encumbrance;

(g)

exercising, as grantee of the encumbrance or as a receiver or person so appointed, a right or remedy existing because of the encumbrance, whether arising under an instrument, under an enactment or otherwise; and

(h)

taking a step with a view to recovery of a debt under the Recovery of Loans by Banks

(Special Provisions) Act, No. 4 of 1990;

“essential goods or services” means –

(a)

electricity;

(b)

relevant information technology;

(c)

telecommunications services; and

(d)

water;

“Fiscal” includes any officer charged with the execution of a writ or another legal process;

“floating charge” means a charge that, when it was created, was a floating charge within the meaning of section 427(1) of the Companies Act;

“goods” means tangible movable property of every kind;

Rescue, Rehabilitation and Insolvency

“grantee”, with respect to an instrument that creates an encumbrance, means, the person entitled to the benefit of the instrument;

“hire-purchase agreement” includes a conditional sale agreement, chattel leasing arrangement, finance lease and the retention of the title agreement;

“Insolvency Holding Account” means, the account referred to in section 431;

“Insolvency

Practitioner”

means a person registered by the

Authority as such under the provisions of Chapter 3 of

Part I;

“Insolvency Surplus Account” means the account referred to in section 431;

“insolvent”, with respect to an individual, shall have the meaning given to it in subsection (1) of section 409; and a company, shall have the meaning given to it in subsection (2) of section 409;

“involved party”, with respect to a company, means –

(a)

a person who has taken part in the formation, promotion or management of the company;

(b)

a past or present shareholder of the company;

(c)

a past or present director or other officer of the company;

(d)

a past or present administrator, deed administrator, liquidator, special manager, receiver of property or appointee in respect of property of the company; or

Rescue, Rehabilitation and Insolvency

(e)

someone who purports or has purported to be an administrator, deed administrator, liquidator, special manager, receiver of property or appointee in respect of property of the company;

“key office holder” means a Bankruptcy Trustee, personal insolvency administrator, personal insolvency proposer, administrator, liquidator, provisional liquidator or receiver;

“legal proceedings”, for the purposes of Parts II to

VIII includes, where relevant, mediation and arbitration;

“liquidation” means liquidation under Part XII and

“liquidator” shall have the corresponding meaning;

“liquidation contributories’ committee” means a committee established under section 309 ;

“liquidation creditors’ committee” means a committee established under section 308;

“Minister”

means the Minister assigned the administration of the Rescue, Rehabilitation and Insolvency (Corporate and Personal) Act,

No. 12 of 2026 under Article 44 or 45 of the

Constitution;

“office holder” means a Bankruptcy Trustee, personal insolvency administrator, personal insolvency proposer, administrator, deed administrator, liquidator, provisional liquidator or receiver;

“officer”, with respect to a body corporate, includes a director, secretary, an executive or a member of the senior management team;

“personal insolvency administrator” means the office referred to in Chapter 3 of Part IX;

Rescue, Rehabilitation and Insolvency

“personal insolvency official” means a Bankruptcy

Trustee, authorised intermediary, personal insolvency administrator, personal insolvency proposer or the Official Receiver;

“Personal Insolvency Order” includes -

(a)

a

Debt

Protection

Moratorium

Order;

(b)

an order confirming the coming into effect of the Individual Debt Restructuring

Arrangement;

(c)

a Debt Rehabilitation Order; and

(d)

a Bankruptcy Order;

“Personal Insolvency Procedure” includes-

(a)

the Personal Debt Protection Moratorium procedure under Part III;

(b)

the Debt Restructuring Arrangement procedure under Part IV;

(c)

the Debt Rehabilitation Order procedure under Part V; and

(d)

the Bankruptcy procedure under Part VI;

“personal insolvency proposer” means the office referred to in section 49 ;

“pre-administration costs”, with respect to a company, means costs, charges and expenses incurred by and remuneration of an administrator in relation to the company before the company entered into administration and with a view to such entry into

Rescue, Rehabilitation and Insolvency administration and to furthering the achievement of the objective referred to in paragraph (d) of section 178;

“preferential claim” means a claim referred to in paragraph 1, 2 or 8 of the Fourth Schedule;

“prescribed” means prescribed by regulation;

“property” means property of every kind, whether real or personal, tangible or intangible, and includes interests of every kind, whether present or future, certain or contingent, arising out of, or incidental to, property;

“property in receivership” means property in respect of which a receiver is appointed;

“provisional liquidation”

means provisional liquidation under Part XII and “provisional liquidator” shall have the corresponding meaning;

“receiver” other than for the purposes of the definition,

“appointee”, means a receiver or a manager or a receiver and a manager of any property, who is or would be, as the context requires, appointed –

(a)

under an instrument; or

(b)

by the court, under this Act, whether or not that person is or would be, as the case may be, empowered to sell any of such property, and “receivership” shall have the corresponding meaning;

“Registrar” shall have the meaning given to it in the

Companies Act;

“related company” means with respect to any company –

Rescue, Rehabilitation and Insolvency

(a)

any other company directly or indirectly controlling, controlled by, or under common control with, such first company;

and

(b)

any other company which is considered to be an associate company of the first company in terms of the Sri Lanka

Accounting Standards for the time being in force;

“relevant date” means –

(a)

in the case of an administration, or a liquidation that was immediately preceded by an administration, the date of commencement of the administration;

(b)

in the case of a liquidation that was not immediately preceded by an administration, the date of commencement of the liquidation; and

(c)

in the case of a receivership, the date of commencement of the receivership;

“relevant information technology” means –

(a)

computer hardware and software;

(b)

data storage and processing, including cloud services;

(c)

information, advice and technical assistance in relation to the use of information technology;

(d)

point-of-sale terminals; and

(e)

website hosting;

“replacement administrator” means an administrator who is or would be, as the context requires, appointed under Chapter I of Part IX to replace an administrator;

Rescue, Rehabilitation and Insolvency

“replacement deed administrator” means a deed administrator who is or would be, as the context requires, appointed under Part IX to replace a deed administrator;

“replacement liquidator” means a liquidator who is or would be, as the context requires, appointed under Part XII to replace a liquidator;

“replacement receiver” means a receiver who is or would be, as the context requires, appointed under Part XIII to replace a receiver;

“secured creditor” means a creditor who has the benefit of an encumbrance;

“shareholder”, with respect to a company, means a shareholder within the meaning of section 86 of the Companies Act;

“statutory demand” means a written demand, in such form as may be prescribed, requiring a company to pay a sum that is due;

“telecommunications services” means the conveyance from one device to another by a line, radio frequency, satellite transmission or other medium of a sign, signal, impulse, writing, image, sound, instruction or information of any nature, whether or not for the information of a person using the device;

“transaction at an undervalue” shall have the meaning given to it in section 418;

“uncalled capital” includes any amount payable in respect of the issue of shares or under the articles of a company;

Rescue, Rehabilitation and Insolvency

“voidable transaction” means –

(a)

a voidable preference;

(b)

a voidable encumbrance; or

(c)

an alienation with intent, which terms shall have the meanings given to them under sections 412, 413 and 414

respectively;

“working day” means a day other than Saturday,

Sunday or a public holiday.

(2)

In this Act –

(a)

references to an encumbrance over the whole, or substantially the whole, of a company’s property and undertaking include references to two or more encumbrances over the property of the company where the property of the company subject to those encumbrances together is the whole, or substantially the whole, of the company’s property and undertaking; and

(b)

except in section 8 references to the Official

Receiver include references to a Deputy Official

Receiver acting on behalf of or standing in the place of the Official Receiver under subsection (6) of that section.

(3)

This Act shall be interpreted and applied so as to secure that a reference to an event or thing shall include –

(a)

virtual or digital equivalent, so that–

(i)

references to a book, document, record or the like include data and information held in electronic form;

Rescue, Rehabilitation and Insolvency

(ii)

references to

“delivery”

or

“making available”

books, documents, records, property or the like include affording access to and the transmission of the same;

(iii)

references to “writing” include graphical communication by any electronic means;

(iv)

references to “advertisement” or “notice”

include publication on a dedicated website, including one provided for that purpose by the Authority, notified, where necessary to be effective, in writing; and

(b)

any other equivalent as may from time to time be prescribed.

Part I

Part II

Personal Insolvency: Principles

Part III

Debt Protection Moratorium Order

Part IV

Debt Restructuring Arrangements

Part V

Debt Rehabilitation Orders

Part VI

Part VII

Personal Insolvency Register

Part VIII

Part IX

Part X

Compromises

Part XI

Micro Small Medium Enterprise (MSME) Company Debt Restructuring Arrangements

Part XII

Part XIII

Part XIV

Cross - Border Insolvency

Part XV

Part XVI

Part XVII

Schedules