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Set up a legally secure business with expert support
| Feature | Private Limited Company | Limited Liability Partnership (LLP) |
|---|---|---|
| Legal Status | Separate Legal Entity | Separate Legal Entity |
| Liability | Share capital of a limited company | Limitation on contributions from partners |
| Minimum Members | 2 | 2 |
| Compliance Requirements | Moderate (Annual Return & Audit) | Lower (Audit not required except in certain circumstances) |
| Taxation | 24% corporate tax | 24% tax on corporate profits (profit-based) |
| Fundraising | It is easier to do this through shares, as well as investors and VC | Limited to contributions from partners or debt |
| Transferability | Shares can be transferred easily | Partner interest transfer needs consent |
A popular arrangement for SMEs and startups that offers the benefit of limited liability, a separate legal identity, and more access to financing opportunities.
Ideal for professional service companies and small firms, LLPs offer flexible profit sharing, with fewer legal requirements, while also protecting partners from liability.
Designed for businesses with a larger budget that want to raise capital from public sources. PLCs are highly regarded; however, they have more shareholders and require stricter conformity.
It is the most basic form of business available to entrepreneurs on their own, allowing for complete control while assuming unlimited personal liability for obligations and debts.
Ideal for foreign businesses that are expanding to Sri Lanka, enabling local operations while maintaining the parent's brand and its compliance.
A form of organization for associations, NGOs, and charitable projects that have their profits invested in the cause, instead of being given away.
The incorporation of your business under the name of the Private Limited Company or LLP in Sri Lanka grants it a distinct legal identity, protecting your wealth from risks associated with business. This designation instantly increases your credibility with customers, suppliers and potential investors.
The registered entities of Sri Lanka enjoy structured tax advantages. Private Limited Companies are taxed at just 24% and LLPs have the benefit of flexibility in profit allocation, which allows them to avoid dividend distribution tax. This makes them more cost-effective for small and mid-sized operations.
A legally registered business can open the door to easier expansion, allowing for the setup of a bank account, staff recruitment, signing contracts, and scaling up to international or regional markets with no legal obstacles.
Private limited Companies have become the most popular option in the eyes of Sri Lankan and international investors. The share-based model of their company allows easy equity financing, such as angel investments, and venture capital. It also helps in making the company ready for IPOs.
LLPs are ideal for professional companies looking for simplicity. With fewer compliance requirements, and the ability to set profit-sharing percentages, LLPs provide partners with the freedom to concentrate on their business's growth, not the burden of paperwork.
These two types of structures shield your home, savings, and personal belongings from being impacted by business-related debts and legal challenges, giving you peace of mind as you expand your business.
For Foreign Nationals / NRIs: A valid passport and proof of address abroad are needed, along with a Sri Lankan visa when currently living within Sri Lanka.
Our experts will help you understand the goals of your business and can help you choose the best entity type and structure.
We send 3-4 names with unique names to the Director of Companies, Sri Lanka and confirm availability according to the official guidelines.
Creation Directors and partners need an electronic signature to electronically sign documents.
We draft and file all incorporation forms that include (AOA), (MOA), and the LLP Agreement to the ROC.
Following incorporation, we will assist you with the TIN registration. We can help you understand GST or VAT if applicable.
After accepted the Incorporation Certificate will be issued and your business is recognized as a legitimate business as a legitimate business in Sri Lanka.
The company registration procedure for registration of companies in Sri Lanka is fully online with the Registrar of Companies (ROC). We take care of all documents and filings for you.
Name Approval: Submit 3-4 names according to ROC guidelines. You can also check availability online.
Document Preparation: Provide ID/passport and address proof for all directors/shareholders in digital format.
Incorporation Filing: Documentation articles of Association and obligatory ROC forms to be filed for incorporation.
Certificate of Incorporation: You will receive a formal registration certification after the ROC accepts the application.
Post-Registration Setup Assistance with opening a bank account Tax registration, opening a bank account, and the first phase of compliance.
It is estimated that the company registration procedure for companies in Sri Lanka typically takes 7-10 working days from the time of submitting documents until the issuance of the Certificate of Incorporation.
Speed-Track Registration for Companies: In case of urgent business demands, priority processing can be completed within 7 working days.
Our corporate registration packages for Sri Lanka are complete and transparent and include no hidden costs. The total cost will depend on:
We provide all-inclusive package that include the cost of government taxes, ROC charges, and professional service charges that ensure a seamless company registration process with Sri Lanka.
Essential Incorporation
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Note: Government fees vary based on authorized capital (for Pvt Ltd) and number of partners (for LLP). Contact us for exact pricing for your specific requirements.
After you've completed corporate registration in Sri Lanka, several post-incorporation procedures are needed to ensure smooth operation and legal compliance.
Mandatory to comply if the annual turnover is greater than LKR 80 million.
Businesses can tax and claim VAT effectively.
Mandatory for businesses with employees.
Contributions are made to the employee Provident Fund (EPF) and the Employee Trust Fund (ETF).Set up a corporate banking account to separate personal and business financial accounts.
Vital for efficient transactions and efficient financial management.
Secure your brand name, trademark, logo, and intellectual property.
Stops duplicate use or unauthorised usage by rivals.
Keep precise financial records beginning from day one.
Essential for audits crucial for tax filing, audits essential for tax filing and audits as well as ROC conformity.
Make sure to submit annual returns along with financial statements, annual returns, and shareholder reports.
Be on the lookout for compliance to keep yourself safe from fines or legal actions.
Filing corporate income tax returns and VAT tax returns on time.
Receive expert advice on how to improve tax efficiency and reduce obligations.
Businesses that are involved in the international business.
Helps facilitate customs clearance as well as legal import and export operations.
| Aspect | Sole Proprietorship | Partnership Firm | One Person Company (OPC) | Limited Liability Partnership (LLP) | Private Limited Company (Pvt Ltd) |
|---|---|---|---|---|---|
| Legal Status | Not a separate entity | Not a separate entity | Separate legal entity | Separate legal entity | Separate legal entity |
| Owner's Liability | Unlimited | Unlimited | Limited | Limited | Limited |
| Minimum / Maximum Owners | 1/1 | 2/Unlimited | 1/1 | 2/Unlimited | 2/50 |
| Taxation | Personal tax | Personal tax | Corporate tax | Taxation through pass-through | Corporate tax |
| Fundraising Ability | Limited | Limited | Limited | Limited | Easy |
| Credibility | Low | Medium | High | High | Highest |
The best business structure for Sri Lanka depends on a variety of factors.
You may begin small and expand later when your business grows:
Goal: Raise funds and build a company that can grow and has investor confidence.
Recommended: Private Limited Company
Goal: Going beyond individual tasks to recruit an entire team and build credibility.
Recommended: OPC or LLP
The goal is to build trust with your clients and effectively manage multiple contracts.
Recommended: LLP or Pvt Ltd
The goal is to formalize the operation by obtaining business loans and opening a bank for corporate accounts.
Recommended: Pvt Ltd or LLP
Goal: Minimize personal liability by offering professional services.
Recommended: OPC or LLP
Goal: Start or invest in a Sri Lankan company with a legal basis.
Recommended: Private Limited Company (Pvt Ltd) with BOI/FDI approval
Successfully registered 1000+ companies across Sri Lanka across industries.
You can complete all the details of your company registration in Sri Lanka without visiting any office.
A clear explanation of charges from the government and professional fees without cost-cutting.
A person-to-person relationship coordinator will guide you through every step, from document preparation to the final ROC approval.
We offer all-inclusive online company registration throughout Sri Lanka, catering to businesses in all major provinces and cities.
We also aid foreign nationals also NRIs to register their businesses with us in Sri Lanka with full support to ensure BOI (Board of Investment) and FDI compliance, as well as making the necessary documents required for foreign investors.
Make sure you are ready before beginning the registration of your company in Sri Lanka:
Keep 3-4 names available according to Sri Lanka ROC guidelines and then check availability on the internet.
Take a picture of the entire set of director/shareholder IDs passports, and photographs to submit online.
You must provide proof of address in the local area (utility bill or lease) as well as the owner's No-Owning Certificate. The virtual office is permitted.
Have national ID or notarized passport and address proof for all directors/shareholders.
Create a brief outline of the main business operations to be included in your Articles of Association.
Make a decision on the share capital or contribution from a partner and the ownership split prior to filing.
Make sure you adhere to these crucial deadlines immediately following the incorporation of the company:
Startup Sri Lanka is a prominent initiative launched by the Sri Lanka's Government of Sri Lanka that aims at creating an exciting startup ecosystem. It helps innovative entrepreneurs, businesses and early-stage ventures by providing resources as well as recognition and simplified compliance.
To be eligible to receive Startup Sri Lanka recognition:
It must be the type of entity that is a Private Limited Partnership, LLP, or Partnership Firm that was formed in the past 10 years.
The annual turnover should not surpass LKR 2 billion (approx. 100 billion equivalent) in any prior financial year.
Business must focus on new products or services that offer the potential for growth.
Entity should not be created through the process of restructuring or splitting an existing company.
Sri Lanka welcomes foreign investors, NRIs, as well as persons of Sri Lankan Origin (PLOs) to start companies in complete compliance with the country's FDI laws.
Restricted areas (like defence telecom, telecom, and some land acquisitions) might require prior approval by the government.
All FDI flows have to be reported to the Central Bank of Sri Lanka (CBSL).
Guidelines for forming wholly owned Subsidiaries, Joint Ventures, LLPs, as well as Branch Offices aligned with FDI rules and objectives.
End-to-end support to assist with the notarization of documents, including apostilles, as well as the legalization of documents issued by foreign shareholders.
Making reports on FDI in conjunction with CBSL, as well as making documents for share allotment and making sure that you are in the compliance in accordance with Sri Lankan corporate law.
Assistance in opening a bank for a corporate account, tax registration and repatriation of profit to comply with international regulations for foreign exchange.
Learn about the entire journey of your company's operations within Sri Lanka, from the beginning to expansion:
Choose the best company structure, register your company name, and then prepare the necessary paperwork.
Complete incorporation of a company through the Sri Lankan ROC and manage any specific registrations for the industry when required.
Create an account with a company bank account to establish the accounting system and complete the initial legal needs.
Access funds, recruit talents, and expand operations, and ensure intellectual property protection.
Make sure that annually filed filings, audited financials, tax returns and the ROC update are submitted on the appropriate date.
It is easy to handle the winding-up of a company and business sales or a change to another entity type in the event of a need.
We offer an extensive service during the duration of the Sri Lanka business:
With our skilled team, we will help you focus on creating your business while we take care of compliance and legal obligations.
The Registrar of Companies (ROC)
Startup Sri Lanka
Chartered Accountants Network
Banking Partners
Our extensive partnership with government agencies, financial institutions, and professional network, guarantees:
We uphold the highest levels of professionalism, honesty, adherence that make us a trustworthy partner for businesses that operate in Sri Lanka.
Limited time offer: Complete your LLP registration with us and get GST registration absolutely free (worth ā¹1,499).
Start your business journey with savings! Get ā¹500 discount on our standard Pvt Ltd company registration package.