(c) Certain portions of this article have been extracted from Registrar of Companies (ROC), Sri Lanka, website (www.drc.gov.lk)


Applicable entities
Private, Public, Public Quoted

Procedure

1. Obtain a name approval (This step is applicable to: Private, Public, Public Quoted, Guarantee , Foreign, Off-Shore, Unlimited Companies & Associations)
   1. Search the database of the registered companies through this portal or using the books kept on the information counter of Registrar-General of Companies (ROC) for possible similar names
   2. Verify the availability of the Name, fill the Name search form (ie A16) or manually using the form collected from the information counter of the ROC
   3. The form A16 is examined by at the public information counter. More information may be requested depending on the manner in which the forms have been filled. This may be done by e-mail if portal is used. If the name includes initials please indicate what those initials stand for.
   4. The Name verification document is sent to the database administrator who will run a search for similar names and submit to the Registrar-General of Companies
   5. The Registrar-General of Companies (or his Officers) have the sole discretion to approve the name. The Registrar may,
      • Approve the name, OR,
      • Request more information, OR,
      • Propose a change to the name
   6. If the name is approved. Approval Number can be collected over the information counter of ROC or if sent through the portal will be e-mailed the following day
   7. Reservation validity: 3 months
2. Prepare form No. 1 (Registration of a company), 18 (Consent and certificate of Director(s)), and 19 (Consent and certificate of Secretary/Secretaries)) together with two copies of Articles of Association (on A4 paper). All forms should be printed or typewritten (Section 475)
3. Prepare Articles of Association according to the First Schedule (Model Article) in the Companies Act No. 7 of 2007(Page 414).articles of association set out in the First Schedule hereto (hereinafter referred to as "model articles")shall apply in respect of any company other than a company limited by guarantee, except to the extent that the company adopts articles which exclude, modify or are inconsistent with the model articles
4. Articles of Association shall include provisions which,
   • Prohibit the company from offering shares or other securities issued by the company to the public; AND,
   • Limit the number of its shareholders to fifty, not including shareholders who are - (a) Employees of the company; OR; (b) Former employees of the company who became shareholders of the company while being employees of such company and who have continued to be shareholders after ceasing to be employees of the company
   • Propose a change to the name
5. If contents of the forms & articles are correct the certificate can be collected over the counter by producing the payment receipt next day
6. A company shall within thirty working days of its incorporation under this Act, give public notice^*of its incorporation, specifying,
   • The name and company number of the company; AND,
   • The address of the company's registered office

• In at least one issue of the Gazette; AND,
• In at least one issue of a daily newspaper in the Sinhala, Tamil and English (three papers) languages, circulating in the area as specified in the 530th clause of Companies Act No. 7 of 2007