Preparing to incorporate a company

The incorporation papers

For companies other than those limited by guarantee, the cited application provision requires the prescribed form signed by initial shareholders. The supporting documents include a declaration about the proposed name, articles where they differ from the scheduled model, and consent from the initial directors and secretary. Read the separate requirements for your chosen company type before preparing a submission.

Companies Act s 4

Check the name

The Act specifies endings for company names. It restricts identical, misleading and certain protected names. Some words require ministerial consent. A proposed trading name is therefore not automatically an acceptable company name. Use the restrictions as part of a name check, while separately checking current filing procedures and any relevant trade-mark issues.

Companies Act s 6

Companies Act s 7

What incorporation produces

For a properly completed application, the Registrar enters company particulars, assigns a company number and issues a certificate of incorporation. The certificate records the name, number, incorporation date and company type. Keep the certificate distinct from any licence or permission that the business activity itself may require.

Companies Act s 5

Continuing basics

The Act requires a registered office in Sri Lanka for communications and notices. It requires every company to have a secretary. Its company-name provision requires the company name and number on specified business documents, including invoices and receipts, and at the registered office. Private-company articles must also contain restrictions on public offers and shareholder numbers, with the stated exceptions. Incorporation is the beginning of company administration; read these continuing provisions alongside the articles.

Companies Act s 113

Companies Act s 221

Companies Act s 12

Companies Act s 27

Use a document checklist

For the ordinary incorporation route described here, check the prescribed application against the initial shareholders’ signatures, the proposed-name declaration, any non-model articles and the initial directors’ and secretary’s consents. The Act requires the initial shareholders to sign articles that differ from the scheduled model. Treat this as a statutory document checklist, then check the current filing channel and form requirements separately. A company limited by guarantee has a different route and is outside this application provision.

Companies Act s 4

Plan the records used after registration

The company’s name and number must appear on business letters, official publications, invoices, receipts and documents creating or evidencing its legal obligations. They must also be displayed at the registered office. Prepare to update document templates when incorporation is complete rather than use only a trading name. The section can make a person issuing or signing a non-compliant obligation document liable if the company does not discharge it, subject to its stated exceptions. Read those exceptions before drawing a conclusion about personal liability in a particular transaction.

Companies Act s 12

Scope of this guide

This guide explains the cited as-enacted publication. Check later amendments, commencement orders and current procedures before relying on it for a particular situation. It does not determine your eligibility, liability or the outcome of a case.