Forming an Overseas company in Sri Lanka

Forming an overseas company in Sri Lanka is a process. It requires knowledge and experience on how to form an overseas company under the Companies Act of Sri Lanka. This paper outlines some details for you to obtain an understanding of an overseas company formation in Sri Lanka.

1.What is an overseas company means?

Companies Act of Sri Lanka allows an entity that has been already established in another country to set up its permanent establish in Sri Lanka in the form of an overseas company.

2. What are the advantages of setting up an overseas company in Sri Lanka?

1. An overseas company is not a separate entity from its original registration, where the company was registered before.
2. It does not require to issue fresh shares to new shareholders. The existing shareholders will be the shareholders of the overseas company in Sri Lanka.
3. It does not require to appoint directors to the overseas company in Sri Lanka; hence, the existing board of directors shall be the directors of the overseas company.
4. Business operations (establishing a place of business) can be commenced in Sri Lanka before registering it as an overseas company. However, registration should take place within one
month from the date of establishment of its place of business in Sri Lanka.

3. What are the disadvantages of setting up an overseas company in Sri Lanka?

1. A lengthy documentation processes
2. It takes more time and cost than setting up a separate local entity (Private limited company)
in Sri Lanka.
3. It requires to appoint a local representative to act on behalf of the company
4. It needs to appoint a person resident in Sri Lanka through a valid Power of Attorney to act on
behalf of the company
5. The wind-up process is not as easy as a private limited company.
6. The submission of financial statements to the Registrar of companies is mandatory

4.What are the required documents for overseas company registration in Sri Lanka?

A company that has established a place of business in conformity with other requirements of doing business in Sri Lanka, it requires to deliver below-mentioned documents for the registration.

1. A certified copy of the charter, statutes or memorandum and articles of association of the company or other instrument constituting or defining the constitution of the company and where
that instrument is not in the official language of Sri Lanka or English, a translation of that instrument in such language as may be specified by the Registrar.
2. A list of the directors of the company, containing such particulars with respect to the directors as is by this Act required to be contained with respect to directors in the register of directors of a
company in the prescribed manner.
3. The names and addresses of one or more persons resident in Sri Lanka authorized to accept on behalf of the company, service of documents and of any notice required to be served on the
company in the prescribed manner.
4. A statement containing the full address of the registered or principal office of the company in the country of origin and the principal place of business of the company within Sri Lanka;
5. a certified copy, certified of recent date, of any document affecting or evidencing the incorporation of the company
6. A valid Power of Attorney authenticated by the seal of the company authorizing the persons or a person resident in Sri Lanka to act on behalf of the company.

5. Contact us: chamara@scbcorporate.com