Rescue, Rehabilitation and Insolvency (Corporate and Personal) Act 2026 · As enacted · Part XV
421. Phoenix 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
In this Chapter –
“director of a failed company” means a person who was a director of a failed company at any time within the period of twelve months immediately preceding the date of commencement of its liquidation;
Rescue, Rehabilitation and Insolvency
“failed company” means, a company that was put into liquidation where, section 302 either did not apply or ceased to apply to the company;
“phoenix company”, with respect to a failed company, means a company that, at any time before or within five years after commencement of the liquidation of the failed company or within such other period as may be prescribed, is incorporated with or changes its name to a pre-liquidation name of the failed company or a similar name;
“pre-liquidation name” means, any name (including any trading name) of a failed company in the period of twelve months immediately preceding the date of commencement of that company’s liquidation; and
“similar name” means, a name that is so similar to a pre-liquidation name of a failed company as to reasonably suggest an association with that company.
Except with the permission of the court, or unless one of the exceptions in section 423, 424 or 425 applies, a director of a failed company shall not, for a period of five years after commencement of the liquidation of the failed company –
be a director of a phoenix company;
take part or be concerned in the formation, promotion or management of a phoenix company;
or
take part or be concerned in the carrying on of a business that has a pre-liquidation name of the failed company or a similar name.
Rescue, Rehabilitation and Insolvency
A person who fails to comply with subsection (2)
commits an offence.