Establishment an Off-Shore Company in Sri Lanka

How to Establishment an Off-Shore Company in Sri Lanka

Companies that may be registered:

Any company or body corporate incorporated in Sri Lanka or under the laws of any foreign country may make an application to the Registrar General of Companies to be registered as an Off-shore company and to be referred to as such. Registration of the company will be subject to the Registrar General of Companies being satisfied that,

  1. winding up or liquidation of such company has not commenced;
  2. a receiver of the property has not been appointed;
  3. there is no scheme or order in force suspending the rights of creditors; and
  4. in the case of a company incorporated abroad, there is no legal impediment in the country of incorporation to the company engaging in the business of an Off-shore company; (A certificate from the registering authority or a reputed law firm in that country to that effect would be required).
  5. the issue of the certificate of registration will not render defective any legal or other proceedings instituted or to be instituted by or against the company.

Grant of Certificate of Registration

  1. The issue of a certificate of registration will be subject to the above criteria and the discretion of the Registrar that the registration will be in the national interest and any conditions that the Registrar may embody in the certificate.
  2. The grant of a certificate of registration as an off-shore company shall entitle the company to carry on its business outside the shores of Sri Lanka and exempt the company from complying with any other provisions of the Act.

Steps

    1. Obtain a name approval
    2. Deliver following documents for 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 in English, a translation of that instrument in such language as may be specified by the Registrar;
      2. a list of the directors or those managing the affairs of the company, containing their full names, addresses, occupations and the offices they hold in the company;
      3. the names and addresses of one or more persons who are residents in and are citizens of Sri Lanka who is or are authorized to represent the company;
      4. statement containing the full address of
        1. the registered or principal office of the company in the country of incorporation;
        2. the office of the company in Sri Lanka; and
        3. a certified copy (certified of recent date) of the incorporation of the company.
      5. a valid Power of Attorney (authenticated by the seal of the company if applicable) authorizing the persons or person resident in Sri Lanka to act on behalf of the company.
    3. Produce to the Registrar a certificate from a bank, that the prescribed sum to defray the expenses of the off-shore company for the purposes of its office in Sri Lanka has been deposited to the credit of an account at the bank in the name of the off-shore company.
    4. Produce not later than 31st day of January each year (or such later date as the Registrar may approve) the following where an off-shore company intends to continue its business as an off-shore company.
      1. proof of payment of the prescribed fee in the prescribed manner; and
      2. a certificate referred to at (3) above.

Note:
Prohibition

An Off-shore company shall have power to carry on any business outside Sri Lanka but shall not be entitled to carry on any business within Sri Lanka.
It is not precluded from securing any benefits or advantages available under any written law applicable to it.

Cessation of Business

An off-shore company may cease carrying on business as an offshore company by giving notice to the Registrar on the prescribed form of its intention to do so.

Prescribed forms may be purchased from the department or downloaded from the website http://www.drc.gov.lk/

The current prescribed fees for registration are :

Amount to be credited to a bank to defray expenses of an off-shore company in Sri Lanka for the purpose of its office –  US $ 70,000.00
For registration of an offshore company – 400 USD
For registration of any document –  Rs. 4 USD
12% VAT is payable on all registration fees

Handling Fee : 1300 $

Leave a Reply

Your email address will not be published. Required fields are marked *