Sri Lanka
Company
Formation.
Private Limited, BOI-approved and Colombo Port City structures — registered, maintained and negotiated from our Dubai advisory desk. 100% foreign ownership in most sectors, 3–5 day incorporation on the eROC portal.
A South Asian gateway with real tax tools.
Key advantages for international founders, export operators, IT services companies, and holding structures targeting the 1.9B-person South Asia market.
100% foreign ownership in most sectors
Under the Foreign Exchange Act No. 12 of 2017, foreign investors can own the entire equity of a Sri Lankan Private Limited Company across IT, manufacturing, export services, logistics, financial services and most other commercial activities. No local partner requirement.
Digital incorporation in 3–5 days
The eROC portal at eroc.drc.gov.lk accepts fully-digital submissions. Name reservation 1–3 business days; incorporation 2–3 business days once Form 1, Articles of Association and consent forms are filed. No physical presence required.
BOI holidays up to 25 years
The Board of Investment offers two concession tracks. Section 16 (USD 250k+) grants facilitation; Section 17 (USD 3M+) can qualify for up to 25-year corporate tax holidays as Strategic Development Projects. Export IT services, agro-farming, and headquarters operations can reach 0% CIT.
Colombo Port City 15-year tax holidays
The 446-hectare Port City SEZ, governed by Act No. 11 of 2021, offers Authorised Persons 16-currency operations, unrestricted profit repatriation, and up to 15-year corporate tax holidays for Primary BSIs under Regulations No. 1 of 2025 — named Best Knowledge Zone Asia Pacific by fDi Intelligence.
45+ double-tax treaties
Sri Lanka has signed DTAs with the United Kingdom, India, Singapore, UAE, Switzerland, Netherlands, Germany, Japan, France, Australia and most EU member states. Reduced withholding tax on dividends, interest, and royalties routed through treaty-shopped structures.
Gateway to 1.9B-person South Asia →
Sri Lanka holds GSP+ status with the EU (duty-free access for 66% of tariff lines), FTAs with India, Pakistan and Singapore, and the region’s largest transhipment port in Colombo. See all 59+ jurisdictions
Best suited for
Sri Lanka’s structure is specifically engineered for six high-intent use cases. Each is paired with the corporate vehicle we would typically recommend.
SaaS & IT-services exporters
Sri Lanka is one of the few jurisdictions where a properly-structured IT-export operation can pay 0% corporate tax under BOI — on globally-priced SaaS revenues. English workforce, time-zone adjacency to Europe and GCC, and mature legal framework for bootstrapped product companies.
Pvt Ltd + BOI Sec 17Export-focused manufacturers
GSP+ access to the EU, proximity to India’s 1.4B market, deep apparel and electronics supply chains, and BOI Section 17 incentives stacked with duty-free raw material imports. Sri Lanka has outbuilt Bangladesh on quality-sensitive apparel and now targets higher-value electronics assembly.
Pvt Ltd + BOI Sec 17Financial services & fintech
Port City’s offshore banking regime, 16-currency operations, and the emerging Colombo International Financial Centre (CIFC) make it a legitimate alternative to Mauritius or DIFC for family offices, private-wealth managers and specialist fintech builders targeting South Asia.
Port City Authorised PersonSouth Asia holding companies
For investors deploying capital into Indian or Bangladeshi operating companies, a Sri Lankan Pvt Ltd under the 45+ DTAs is tax-efficient and politically neutral. Port City Primary BSI status can provide up to 15 years of tax-free holding-company returns under Reg. No. 1 of 2025.
Pvt Ltd or Port City BSIHospitality & leisure operators
Luxury resort operators (Aman, Cheval Blanc, Six Senses) have all recently invested in Sri Lankan assets. BOI Section 17 tax holidays, customs exemption for imported fit-out, and a tourism recovery that has outrun government forecasts since 2024 make resort-grade hospitality a serious thesis again.
Pvt Ltd + BOI Sec 17 SDPLogistics & shipping
Colombo is the largest transhipment hub in South Asia. Port City’s logistics designation, the Hambantota deep-water port and the duty-free zones around Colombo airport create an infrastructure stack that no other regional hub matches at the price point.
BOI Sec 16 or Port City APSee your exact cost
in under a minute.
Fixed-price engagement. No hidden fees. Instant estimate, full written quote within twenty-four hours.
Four structures, precisely scoped.
Each entity below is one we actively structure, register and maintain. Pricing is the Sovera engagement fee; government fees itemised separately in the proposal.
Private Limited Company →
The workhorse. Standard foreign-owned vehicle under the Companies Act No. 7 of 2007. 100% foreign ownership in most sectors, no minimum capital, 3–5 day incorporation on eROC.
BOI Section 16 →
Investment facilitation track under BOI Law No. 4 of 1978. Minimum USD 250,000 investment. Standard 30% CIT but with customs facilitation, visa support and single-window administration for mid-sized operations.
BOI Section 17 →
Concessionary investment agreement. Minimum USD 3,000,000. Tax holidays up to 25 years for Strategic Development Projects, duty-free capital goods, enhanced capital allowances. Negotiated agreement, not a form.
Colombo Port City AP →
Authorised Person in the 446-hectare SEZ under CPCEC Act No. 11 of 2021. 16-currency operations, 100% foreign ownership, up to 15-year CIT holiday for Primary BSIs under Reg. No. 1 of 2025.
Formation requirements
Three straightforward pillars. Nothing onerous, nothing opaque. A full KYC pack is assembled within 3–5 business days of engagement.
Eligibility & applicant
- Individual or corporate applicants accepted — no citizenship or residency restrictions in most sectors.
- Minimum age 18. No disqualifying criminal record under Companies Act s.213.
- Not a resident or national of FATF high-risk or sanctioned jurisdictions.
- Source of funds must be lawful, documented and verifiable. Apollo, Vista, Qualification certificates accepted.
Sectors with 40% foreign cap (education, mass communication, plantation crops) or reserved lists (retail below USD 5M, coastal fishing, pawn-broking) are flagged at intake — we structure around them or recommend an alternative jurisdiction.
Document checklist
- Notarised passport copy — certified within the last three months (foreign directors/shareholders).
- Proof of address — utility bill or bank statement, dated within three months.
- Form 18 (director consent) + Form 19 (secretary consent) — signed remotely via DocuSign.
- Proposed Articles of Association — drafted in English, Sinhala and Tamil for foreign shareholders.
- Source of funds declaration — with supporting evidence where applicable.
- Business plan — required for BOI Section 16/17 and Port City AP applications only.
eROC only accepts PDF uploads — handwritten forms, images, and Word documents are auto-rejected. We format everything to portal specification.
Corporate minimums
- Two directors minimum — natural persons only, corporate directors not permitted.
- One director must be resident in Sri Lanka — nominee service available from $2,800/year.
- One shareholder minimum — individual or corporate, up to 50 for Pvt Ltd.
- No statutory minimum capital — practical: USD 330–1,000 declared.
- Resident Company Secretary required — Sovera appoints qualified local secretary in all packages.
- Physical registered office in Sri Lanka — PO boxes and virtual addresses not accepted. Provided by Sovera.
BOI and Port City applicants have additional capital verification (IIA account deposit evidence) and fit-and-proper requirements — addressed in the dedicated agreement drafting.
Tax overview
Sri Lanka operates a standard worldwide tax regime with two parallel concession frameworks — BOI agreements and Colombo Port City SEZ designations — that can reduce effective rates to zero for qualifying businesses.
Standard Sri Lanka corporate income tax is 30% on worldwide profits under the Inland Revenue Act No. 24 of 2017. VAT is 18% on domestic supplies since January 2024; the registration threshold drops to LKR 36M for commercial exporters from April 2026 (previously LKR 60M).
Dividend withholding tax is 15% final for resident and non-resident shareholders, reducible under the 45+ double-tax treaties Sri Lanka has signed. Royalty and technical-services withholding to non-residents is 14% standard.
The concession side is where the numbers move: BOI Section 17 Strategic Development Projects can pay 0% for up to 25 years; Port City Primary Businesses of Strategic Importance can pay 0% for up to 15 years under Regulations No. 1 of 2025; exported IT services are zero-rated for VAT and can reach 0% CIT under BOI. We plan the tax position during structure selection — not after.
Corporate tax rate achievable by qualifying BOI Section 17 Strategic Development Projects (up to 25 years) and Port City Primary BSIs (up to 15 years) under Reg. No. 1 of 2025.
| Category | Applicable rate |
|---|---|
| Corporate income taxStandard rate, worldwide income | 30% |
| BOI Section 17 SDPStrategic Development Projects, up to 25 years | 0% |
| Port City Primary BSIUp to 15 years under Reg. No. 1 of 2025 | 0% |
| Port City Secondary BSIConcessionary rate for 4 years | 7.5% |
| Value Added Tax (VAT)Standard rate since Jan 2024; threshold LKR 36M exporters | 18% |
| Dividend WHTFinal WHT; reducible under DTAs | 15% |
| Royalty / technical services WHTTo non-residents, DTA reductions apply | 14% |
| Double tax treatiesUK, India, Singapore, UAE, EU members | 45+ |
Summary is indicative. Specific tax position depends on sector, investment size, BOI/CPCEC designation, and domestic tax rules in the owner’s jurisdiction. We coordinate with tax counsel in your home jurisdiction during engagement.
Sri Lanka vs other Asian jurisdictions.
A straightforward comparison of cost, speed, foreign ownership, effective tax rate and ideal use-case.
| Jurisdiction | Pvt Ltd cost | Timeline | Effective tax | Foreign own. | Best for |
|---|---|---|---|---|---|
| Sri Lanka | $2,500 | 3–5 days | 0–30%* | IT export, SEZ, S.Asia gateway | |
| Singapore | $3,500 | 1–2 days | 17% | Premium regional HQ | |
| Dubai (UAE) | $4,500 | 1–2 wks | 9% | GCC market, crypto, free zones | |
| Hong Kong | $3,200 | 3–5 days | 16.5% | China-facing trading | |
| India | $4,000 | 3–5 wks | 25% | Domestic market access | |
| Mauritius | $3,500 | 2–4 wks | 3–15% | Africa-facing holding |
* Sri Lanka’s distinguishing edge: two stacked concession frameworks. Standard 30% CIT becomes 0% for qualifying BOI Section 17 SDPs (25yr) or Port City Primary BSIs (15yr) — a tax floor other mid-tier Asian jurisdictions cannot legally match.
Build your engagement.
Select your structure and optional services. The estimate updates in real time.
Your engagement, step by step
From first enquiry to delivered corporate kit, the typical Sri Lanka Private Limited Company engagement takes three to five working days. Each step is handled by a single principal — one point of contact, one signature, one timeline.
Configure & confirm engagement
You select your structure and optional services in the calculator, submit your details, and receive an itemised quote within seconds. A principal from our desk follows up within two hours to countersign the engagement letter and issue the secure payment link.
KYC collection & name reservation
Once the engagement letter is signed, we issue the document checklist and secure KYC portal. You upload notarised passport, proof of address, Form 18 (director consent) and Form 19 (secretary consent). In parallel, we file Form A16 for name reservation on the eROC portal (LKR 2,761 government fee, turnaround 1–3 days).
Drafting & eROC filing
We draft Articles of Association in English, Sinhala and Tamil (mandatory for foreign shareholders), prepare Form 1 (incorporation), and file the full package on eROC. All documents submitted as PDFs to portal specification. Government filing fee LKR 13,852. For BOI and Port City applicants, parallel pre-application submissions run in tandem.
Certificate of Incorporation issued
The Department of the Registrar of Companies approves the filing and issues the Certificate of Incorporation digitally via the eROC dashboard. Your company is legally incorporated under the Companies Act No. 7 of 2007. We download the certificate and attach it to your corporate file the same day.
TIN registration & bank introduction
You receive the complete corporate kit — Certificate of Incorporation, Articles of Association, Forms 1/18/19/44/45/46, share certificates, registers, corporate seal, CoSec appointment. We then register the TIN via RAMIS and introduce you to pre-vetted banking partners (Commercial Bank, HNB, Nations Trust, HSBC, Standard Chartered) with IIA account facilitation.
Documents delivered
Eight original documents, electronically and in certified physical form. Couriered to any jurisdiction within seven business days of issuance.
Certificate of Incorporation
Issued by the Department of the Registrar of Companies via eROC, evidencing legal existence
Articles of Association
Constitutional document in English, Sinhala and Tamil — defining scope, governance and powers
Share Certificates
Original signed share certificates for all shareholders, authenticated by company secretary
Statutory Registers
Forms 44 (Registered Office), 45 (Directors), 46 (Authorized Signatories) — maintained at RO
Corporate Seal
Embossed common seal for the authentication of deeds, instruments and share certificates
Company Secretary Appointment
Qualified resident CoSec appointed by Sovera — mandatory under Companies Act No. 7 of 2007
TIN Certificate
Taxpayer Identification Number issued by Inland Revenue Department via RAMIS portal
Good Standing & Apostille
On request, for cross-border use — apostille via MOFA adds 5 business days
Banking infrastructure
Three tiers of banking and payment partners. We introduce, we do not guarantee acceptance — but our active relationships materially improve approval probability and reduce opening timelines.
Sri Lanka commercial banks
Commercial Bank of Ceylon, Hatton National Bank, Nations Trust Bank, Sampath Bank. Plus international: HSBC Sri Lanka, Standard Chartered. Multi-currency, Inward Investment Account (IIA) for foreign-shareholder capital and dividend repatriation. Suited to operational Pvt Ltd entities.
Port City offshore banks
Offshore banking institutions licensed directly by the Central Bank of Sri Lanka under the CPC Offshore Banking Regulations. 16-currency operations (USD, EUR, GBP, JPY, CNY, AUD, CAD, CHF, SGD, HKD, AED, INR, SEK, NOK, NZD, DKK) via the Colombo Port City Investment Account (CPCIA).
PSPs & merchant acquiring
Stripe (atlas), PayHere (Sri Lanka-native), Frimi, Direct Pay Online, 2Checkout, Razorpay International. Card acceptance for online merchants; crypto settlement via NOWPayments and BitPay. For high-risk industries, specialist acquirers are introduced.
Bank and PSP introductions are included in the base engagement fee. Success is not guaranteed — acceptance depends on sector, applicant profile and compliance fit. Typical first-introduction approval rate sits above 75% for clean KYC files; if the initial partner declines, we pivot to the next-best fit without additional charge.
Regulatory framework
Sri Lanka’s corporate formation regime is administered by the Department of the Registrar of Companies (ROC) — the statutory registrar responsible for incorporation, filing and supervision of all Sri Lankan companies under the Companies Act No. 7 of 2007. The ROC operates the eROC online portal (eroc.drc.gov.lk), which accepts fully-digital incorporation submissions.
Three additional authorities participate in the foreign-investor stack. The Board of Investment (BOI), established under BOI Law No. 4 of 1978, negotiates Section 16 facilitation and Section 17 concessionary agreements for investments of USD 250,000 and above. The Colombo Port City Economic Commission (CPCEC), created under Act No. 11 of 2021, acts as single-window facilitator for the 446-hectare SEZ, granting Authorised Person status and BSI designations under Regulations No. 1 of 2025. The Central Bank of Sri Lanka (CBSL) oversees foreign exchange, offshore banking supervision, and Representative Office approvals.
The primary corporate legislation is the Companies Act No. 7 of 2007, supplemented by the Inland Revenue Act No. 24 of 2017, the Value Added Tax Act No. 14 of 2002, and the Foreign Exchange Act No. 12 of 2017. Sector-specific acts govern BOI (BOI Law No. 4 of 1978), Port City (CPCEC Act No. 11 of 2021), financial institutions (Banking Act), and securities (Securities and Exchange Commission Act).
Beneficial ownership records are maintained under the Companies (Beneficial Ownership) Regulations and are accessible to competent regulatory and law enforcement authorities. Sri Lanka is a member of the Common Reporting Standard (CRS) and exchanges financial account information with partner jurisdictions annually.
Sri Lanka operates a worldwide tax system under the Inland Revenue Act, with two parallel concession frameworks: BOI agreements (up to 25-year holidays for SDPs) and Port City BSI designations (up to 15-year holidays for Primary BSIs). We recommend home-country tax counsel engagement before incorporation.
Ongoing compliance
The setup cost is one thing; the annual cost of holding the structure is quite another. Both are disclosed upfront — no surprises, no hidden recurring charges.
| Annual obligation | Due | Typical cost |
|---|---|---|
| Annual return (Form 15) | Within 18 months of incorporation, then annually | $450 |
| Corporate Secretary renewal | Annually | $600 |
| Registered office | Annually | $350 |
| Corporate income tax return | 30 November each year | Included |
| Audited financial statements | Annually (required for all Pvt Ltd) | From $1,500 |
| VAT returns (if registered) | Monthly or quarterly | $80–$150/filing |
| EPF / ETF filings (if hiring) | Monthly | $120/filing |
| Late filing penalty | If missed | $150–$500 |
Anonymised, but characteristic.
Frank answers to fair questions.
eroc.drc.gov.lk. Foreign investors create an eROC account with passport number, sign Form 18/19 remotely via DocuSign, and receive a digital Certificate of Incorporation on the portal dashboard. Bank account opening may still require one director visit, though HSBC Sri Lanka and Standard Chartered increasingly accept remote video-KYC for compliant foreign shareholders.For founders who prefer paper to pitches.
Complete the form below. We respond within twenty-four hours with a dated, priced and signed proposal. No marketing call. No sequence.
Democratic Socialist Republic of Sri Lanka
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