The Role of a Company Secretary in Sri Lanka

Starting a business is a dream for many, but first, you must register your company. This article highlights the key role of a company secretary in Sri Lanka, who helps ensure your business’s compliance and growth.

Section 1: Company Registration in Sri Lanka

Qualification Requirement: It’s important to note that having a company secretary is not merely a preference but a legal requirement for registering a company in Sri Lanka. This legal expert is the linchpin to initiating the formalization of your business venture.

Duties During Registration

• Name Approval: Securing approval for your company’s name is a preliminary but crucial step. A company secretary provides guidance to ensure that the chosen name aligns with regulatory requirements.
• Document Submission: The journey toward company registration involves a series of meticulous tasks, including filling out and submitting various documents to the Registrar of Companies. These documents serve as the foundation of your company’s legal existence.
• Articles of Association: The preparation and submission of the Articles of Association are another critical responsibility of the company secretary. These documents outline the rules governing your company’s internal affairs.
• Form Preparation: The company secretary is tasked with preparing and submitting Forms 1, 18, and 19, each of which serves a specific purpose in the registration process.
• Certificate of Registration: Upon successful completion of the registration process, the company secretary ensures the prompt retrieval of the Certificate of Registration, a document that signifies the official birth of your company.
• Bank Account Opening: To facilitate the financial transactions of your business, the secretary assists in preparing resolutions and documentation for opening a bank account.
• Tax Registration: Registering your company for income tax (TIN) is a vital step in ensuring compliance with tax regulations from the outset.

Section 2: Post Registration Compliance and Activities

It is essential to understand that compliance does not cease after registration. In fact, it is an ongoing and ever-evolving aspect of running a business. Responsibilities Include:

• Bank Account Management: After registration, the company secretary oversees the opening and management of the company’s bank accounts, ensuring seamless financial operations.
• Annual Returns: Compliance extends to annual returns, which the secretary diligently files in accordance with regulatory timelines.
• Communication: Any changes in company details, such as name, address, or directors, must be formally communicated to the Registrar of Companies. The secretary takes charge of this vital communication.
• Resolutions: Resolutions are essential for making significant decisions within your organization. The company secretary facilitates the process, ensuring that resolutions are properly passed and documented.
• Record Keeping: The meticulous maintenance of minute books, share certificates, and share registers falls under the purview of the secretary. This ensures that your company’s records are organized and readily accessible.
• Legal Compliance: Beyond statutory compliance, the company secretary plays a critical role in ensuring that all activities of the company adhere to the framework of the Companies Act No. 07 of 2007, as amended by the Companies (Amendment) Act No. 35 of 2022. This includes compliance with other relevant legal procedures as well.
• Financial Records: Detailed financial records and information about shares and ownership are maintained by the company secretary. This financial transparency is essential for decision-making and compliance.
• Coordination: Acting as a bridge between the company and external authorities, the secretary coordinates transactions and document submissions. This includes liaising with banks and government authorities.
• Annual General Meeting (AGM): Organizing the AGM is a significant responsibility, as it provides a platform for the Board of Directors and shareholders to discuss the company’s past performance and future plans.
• Reporting: Activities and interactions with external bodies are communicated back to the Board of Directors, ensuring transparency and accountability.

Section 3: Qualifications for Hiring a Company Secretary

When hiring a company secretary in Sri Lanka, certain qualifications should be prioritized to ensure the individual is equipped for the role.

• Legal Expertise: A legal background is advantageous, as it provides in-depth knowledge of corporate law and regulatory requirements.
• Accounting Skills: A chartered accountant brings financial acumen to the table, making them capable of managing financial aspects effectively.
• Professional Memberships: Membership in esteemed professional bodies, such as the Association of Chartered Secretaries and Administrators, CIMA, or CMA, demonstrates a commitment to excellence.
• Experience: A seasoned company secretary with a minimum of 10 years of experience is invaluable in navigating complex regulatory landscapes.
• Outsourcing Option: It’s worth noting that company secretarial services can be outsourced to qualified individuals, offering a cost-effective solution, particularly for startups and small businesses.

List of Secretarial Services we Offer

• Business Registration 
• Company Incorporations
• Company Name Strike Off
• Company Winding Up
• Registration of Trademarks, Patents & Industrial Designs
• Appeal for Trademarks/Patents
• EDB Registrations
• Visa Approval for Expats ( Employment I Investors I Dependants )
• BOI Approvals
• Tourist Board Approvals
• Central Bank/Exchange Control Approvals
• Other Government Approvals