Registered Company Secretary Sri Lanka
A Registered Company Secretary Sri Lanka is a qualified and registered professional responsible for supporting a company's statutory and corporate compliance obligations.
Under Sri Lanka's Companies Act No. 7 of 2007, every company is required to have a secretary. The Department of the Registrar of Companies, commonly known as the DRC or Registrar of Companies, administers company-secretary registration alongside company incorporation and other corporate registrations.
The company secretary is not simply an administrative contact. The role involves maintaining statutory information, supporting corporate filings, preparing required documents and helping the company meet its obligations under Sri Lankan company law.
1. Is a Company Secretary Mandatory in Sri Lanka?
Yes. Section 221 of the Companies Act No. 7 of 2007 provides that every company shall have a secretary.
The Act also requires a person appointed as secretary to provide the prescribed consent and certify that the person possesses the qualifications prescribed for the relevant company.
A person named as secretary in the company's incorporation application can hold office from the date of incorporation, subject to the provisions of the Act and the company's articles.
Unless the company's articles provide otherwise, the board has the power to appoint or remove the secretary.
2. Who Can Act as a Company Secretary?
The qualifications for a company secretary are prescribed under Sri Lanka's company-secretary regulatory framework.
The Department of Registrar of Companies maintains and publishes lists of registered company secretaries and secretary firms. The DRC's published records demonstrate that registration as a company secretary is a formal regulatory process rather than simply an internal appointment by a company.
The applicable qualification requirements can depend on the category and size of the company.
Therefore, companies should verify that the proposed secretary is appropriately registered and qualified for the company concerned before making the appointment.
3. Company Secretary Registration Sri Lanka
Company secretary registration Sri Lanka is administered through the Registrar of Companies under the applicable Companies Secretaries Regulations.
The regulatory framework has been updated over time. The DRC currently refers to the Company Secretaries Registration Gazette Notification No. 1 of 2023.
The Registrar has also issued a notice stating that there is no impediment, until further notice, to acting as a company secretary where the secretary is registered through the eROC system in accordance with the 2023 Gazette framework.
This is important because companies should distinguish between an individual who performs administrative company work and a person who is formally registered to act as a company secretary.
4. Role of a Registered Company Secretary
The responsibilities of a company secretary Sri Lanka can extend across incorporation, corporate records, statutory filings and ongoing compliance.
Typical responsibilities may include:
• Supporting company incorporation documentation.
• Preparing and submitting prescribed corporate forms.
• Maintaining company statutory information.
• Recording changes in directors and secretaries.
• Supporting shareholder and share-related documentation.
• Preparing documentation for board and shareholder resolutions.
• Maintaining corporate records.
• Assisting with annual return requirements.
• Supporting beneficial ownership filings where applicable.
• Coordinating required submissions through eROC.
The DRC's continuing professional development syllabus for company secretaries specifically covers areas such as company setup, mandatory documentation, forms, board resolutions, corporate governance and compliance, eROC, AML/CFT and bank-account opening.
5. Company Secretary During Incorporation
A company secretary can be appointed as part of the incorporation process.
The DRC's incorporation documentation for private companies includes Form 19, which relates to the consent of the secretary. The Registrar's published incorporation guidance lists the secretary's consent alongside the incorporation application and directors' consent documents.
This means the appointment of an appropriate secretary should be considered during company formation rather than treated as an issue only after incorporation.
For a newly incorporated company, the secretary's information should be correctly recorded in the company's statutory documentation.
6. Ongoing Company Secretary Compliance
After incorporation, the secretary can have an important role in maintaining the company's statutory position.
Depending on the company's circumstances, ongoing work can include:
• Preparing annual return documentation.
• Updating changes in company particulars.
• Filing changes relating to directors or secretary.
• Maintaining statutory registers and records.
• Supporting share-transfer documentation.
• Preparing corporate resolutions.
• Assisting with changes to the company's articles.
• Coordinating beneficial ownership information.
• Monitoring filing deadlines.
The DRC's current guidance identifies annual returns and Form 20 for changes in directors, secretaries and their particulars among the relevant corporate filings.
7. Beneficial Ownership and the Company Secretary
Beneficial ownership has become an important part of Sri Lankan corporate compliance.
The DRC introduced beneficial ownership submissions through its electronic system and provides specific guidance for companies at incorporation or registration and for existing companies.
A company secretary may therefore be involved in coordinating the collection, maintenance and submission of beneficial ownership information where the company is required to comply with the applicable framework.
The secretary should ensure that corporate records and submitted information remain consistent when ownership or control changes.
8. eROC and Company Secretarial Work
eROC is the Department of Registrar of Companies' web-based system for business registration facilities.
Company secretaries can use the system for applicable corporate filings and registration-related procedures.
The DRC's current notices also specifically recognise registered company secretaries operating through the eROC system under the applicable 2023 registration framework.
For companies, using the correct eROC procedures helps maintain an organised record of statutory submissions and corporate changes.
9. When Should a Company Change Its Secretary?
A company may need to appoint a new secretary when:
• The existing secretary resigns.
• The secretary is removed according to the applicable corporate procedure.
• The secretary no longer meets the relevant requirements.
• The company requires a different registered professional.
• Corporate restructuring creates a need for a different secretarial arrangement.
Changes to director or secretary information are subject to prescribed filings with the Registrar. The DRC's current forms include Form 20 for notification of changes relating to directors and secretaries.
The change should therefore be properly documented and filed rather than treated as an informal internal update.
10. Why a Registered Secretary Matters
Appointing an appropriately registered secretary can help a company maintain better control over its statutory obligations.
Key benefits include:
• Better organisation of corporate records.
• Proper handling of statutory forms.
• Support for annual filings.
• Assistance with board and shareholder documentation.
• Monitoring of corporate changes.
• Support for eROC submissions.
• Better coordination of beneficial ownership requirements.
• Reduced risk of missing routine corporate filings.
The secretary does not replace the responsibility of the company's directors. Directors remain responsible for the company's management and compliance, while the secretary supports the company's statutory and administrative framework.
11. Why Choose YKG Global?
YKG Global assists companies, entrepreneurs and foreign founders requiring support with registered company secretary in Sri Lanka requirements.
Our support can include:
• Guidance on appointing an appropriately registered company secretary.
• Assistance with incorporation-related secretary documentation.
• Support with statutory corporate filings.
• Assistance with changes to directors and secretary details.
• Support for annual return compliance.
• Coordination of beneficial ownership-related submissions.
• eROC-related filing assistance.
• Ongoing corporate compliance support.
For foreign founders establishing a Sri Lankan company, having the appropriate local corporate compliance arrangement can also make ongoing administration easier to manage.
Call us or fill out our contact form to schedule a consultation today.
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