Company Secretary Registration Sri Lanka
Company Secretary Registration Sri Lanka is an important part of the corporate compliance framework for companies incorporated under Sri Lankan company law.
Under the Companies Act No. 7 of 2007, every company must have a secretary. A person cannot be appointed as secretary unless they consent to the appointment and certify that they have the qualifications prescribed for the relevant company.
The role is not limited to administrative paperwork. A company secretary can support statutory filings, corporate records, board documentation, regulatory communication and compliance with requirements administered by the Department of the Registrar of Companies (DRC).
Sri Lanka's company-secretary framework has also seen recent regulatory developments. The DRC currently publishes lists of registered company secretaries and secretary firms, while its latest notice confirms that there is no impediment to acting as a company secretary registered through eROC under the applicable 2023 registration framework until further notice.
1. Is a Company Secretary Mandatory in Sri Lanka?
Yes.
Section 221 of the Companies Act states that every company shall have a secretary.
The secretary must provide the required consent and certify that the applicable qualifications are satisfied. The company's board generally has the power to appoint or remove the secretary unless the articles provide otherwise.
This makes the secretary a formal corporate position rather than simply an optional administrative service.
For businesses completing incorporation, the secretary should therefore be considered as part of the company's initial governance arrangements.
2. What Does a Company Secretary Do?
A company secretary helps the company meet its statutory and governance responsibilities.
Depending on the company's structure and circumstances, responsibilities can include:
• Maintaining statutory corporate records.
• Coordinating filings with the DRC.
• Supporting annual-return submissions.
• Maintaining director and secretary information.
• Preparing or coordinating corporate forms.
• Supporting board and shareholder documentation.
• Maintaining company records.
• Coordinating regulatory correspondence.
• Supporting corporate governance procedures.
• Assisting with changes to company information.
The exact scope depends on the company's requirements and the services agreed with the secretary.
3. Company Secretary Requirements in Sri Lanka
The qualification requirements for a secretary are prescribed under the Companies Act framework.
Section 222 provides that the secretary of a company having turnover or stated capital at an amount prescribed under the Act must have qualifications prescribed with regard to the duties the secretary performs.
This means that the question of whether a particular person is eligible should not be answered simply by looking at their educational qualification.
The applicable registration and qualification framework should also be checked.
The DRC currently publishes registered company-secretary lists under the Companies Secretaries Regulation framework.
4. Who Can Act as a Registered Company Secretary?
A person who satisfies the applicable registration and qualification requirements can act as a company secretary.
Sri Lanka also recognises registered secretary firms.
The DRC publishes lists of registered individual company secretaries and secretary firms, including the current list for the period from 1 January 2025 to 31 December 2025, published in July 2026.
For a company choosing a secretary, checking whether the proposed individual or firm falls within the applicable registered framework is therefore an important practical step.
5. Company Secretary Registration Through eROC
The DRC's eROC platform is the web-based single-window system used for Sri Lankan business-registration facilities.
The DRC's current notices specifically refer to company secretaries registered through eROC under the Company Secretaries Registration Gazette Notification No. 1 of 2023. The DRC stated in December 2025 that there was no impediment to such registered secretaries acting in that capacity until further notice.
This makes Company Secretary Registration eROC an important part of the current process for professionals who need to establish or maintain their registration status.
6. How Is a Company Secretary Appointed?
A secretary can be identified as part of the company's incorporation process or appointed after incorporation.
The Companies Act provides that a person named as secretary in the incorporation application holds office from the date of incorporation, subject to the Act and the company's articles.
Where the articles do not provide otherwise, the board has the power to appoint or remove a secretary.
The appointment should therefore be properly documented and reflected in the company's official records.
7. What Documents Are Relevant?
The documentation depends on whether the secretary is being appointed during incorporation, changed after incorporation, or registered as a professional.
For company incorporation, the DRC identifies Form 19 – Consent of Secretary among the required private-company incorporation documents.
For changes involving a company's secretary, the DRC also lists Form 20, which covers changes to directors or secretaries and their particulars.
Depending on the circumstances, supporting information can include:
• Secretary's identification details.
• Consent to appointment.
• Qualification or registration information.
• Company details.
• Effective date of appointment or change.
• Required declarations.
8. Company Secretary Registration for a New Company
When incorporating a new Sri Lankan company, the secretary should be selected before the incorporation documents are finalised.
For a private company, the DRC lists:
• Articles of Association / Company Profile.
• Form 01 – Application of Incorporation.
• Form 18 – Consent of Directors.
• Form 19 – Consent of Secretary.
These documents form part of the incorporation documentation submitted through the company's registration process.
The secretary's details should be accurate because they become part of the company's formal corporate information.
9. Changing a Company Secretary
A company may need to change its secretary because of:
• Resignation.
• Appointment of a new secretary.
• Change from an individual to a secretary firm.
• Change in registration status.
• Internal corporate restructuring.
The change should be formally documented and notified through the applicable DRC process.
The DRC identifies Form 20 for changes to directors or secretaries and their particulars.
A company should also update its internal statutory records when the secretary changes.
10. Continuing Professional Development for Company Secretaries
Registration is not simply about obtaining an initial qualification.
The DRC has published a Continued Professional Development (CPD) syllabus for company secretaries under the 2023 registration framework.
The published syllabus includes subjects such as:
• Role of a company secretary.
• Company setup.
• Types of companies.
• Mandatory DRC documentation.
• Corporate forms.
• Closing a company.
• New laws and regulations.
• Professional conduct and ethics.
• Board resolutions.
• Corporate governance and compliance.
• eROC and digital transformation.
• AML/CFT.
• Corporate-secretarial functions involving the Colombo Stock Exchange.
• Opening bank accounts.
This highlights the increasingly broad compliance role expected from professional company secretaries.
11. Company Secretary and Annual Compliance
The company secretary can play an important role in ensuring statutory filings are completed correctly and on time.
These responsibilities can include coordination of:
• Annual returns.
• Changes in directors or secretary.
• Corporate information updates.
• Statutory records.
• Beneficial-ownership requirements.
• DRC correspondence.
The DRC currently lists Form 15 as the annual return for companies other than companies limited by guarantee and Form 20 for changes involving directors or secretaries.
The DRC has also published a 2026 notice identifying companies that had not filed annual returns up to 2025, demonstrating the practical importance of maintaining annual compliance.
12. 2026 Beneficial Ownership Requirements
Company-secretary work in Sri Lanka now also intersects with beneficial-ownership compliance.
From 30 March 2026, the DRC requires newly incorporated companies to submit beneficial-ownership and authorised-person information after incorporation and payment of incorporation fees.
The required submissions include BO1 and BO5.
The DRC states that failure to complete this requirement will result in the incorporation being resubmitted.
A company secretary can therefore have an important role in coordinating these submissions and maintaining accurate corporate ownership information.
13. Why Choose YKG Global?
YKG Global supports businesses with Company Secretary Services Sri Lanka and broader corporate-compliance requirements.
Our support can include:
• Company secretary appointment coordination.
• Registered secretary documentation.
• eROC coordination.
• Form 19 and Form 20 assistance.
• Annual-return coordination.
• Corporate-record maintenance support.
• Director and secretary updates.
• Beneficial-ownership filing coordination.
• Corporate governance support.
• Ongoing company compliance.
For new companies and existing businesses, our approach focuses on keeping corporate information accurate and aligning statutory filings with the applicable Sri Lankan requirements.
Company Secretary Registration Sri Lanka is an important component of maintaining a compliant Sri Lankan company.
The Companies Act requires every company to have a secretary, while the applicable qualification and registration framework determines who can act in that role. The DRC currently maintains registered-secretary lists and operates eROC-based processes for company-secretary registration.
For companies, the secretary's responsibilities can extend beyond incorporation to annual returns, statutory updates, corporate records, governance and the new 2026 beneficial-ownership requirements.
Choosing an appropriately registered secretary and maintaining accurate corporate records can help a company manage its ongoing obligations more effectively.
Call us or fill out our contact form to schedule a consultation today.
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