New Company Registration Law Update: Beneficial Ownership Requirements

Whether you are a business owner running a company that is already registered in Sri Lanka, or someone in the process of incorporating a new private limited company, this article is for you. Understanding the latest changes to company law is not optional; it directly affects how your business stands in the eyes of the law and what steps you must take to remain compliant.

As of 30th March 2026, there is a significant amendment to the Companies Act No. 7 of 2007, introduced through the Companies (Amendment) Act No. 12 of 2025. This amendment, read together with the Companies (Beneficial Ownership) Regulation No. 1 of 2026, introduces a mandatory Beneficial Ownership disclosure framework for all companies in Sri Lanka. In short, the way companies are registered and maintained has changed, and the consequences of ignoring this update can be severe.

So what exactly does this mean for your business? Let us walk you through it.

What Is the Amendment and Why Does It Matter to You?

The Companies Act No. 7 of 2007 has long been the cornerstone of corporate law in Sri Lanka. The 2025 amendment does not replace it; rather, it adds a new and important layer of obligation. Under the original Act, companies were required to maintain certain registers and file particular forms. That baseline remains. What is new is the requirement for every company, whether newly incorporated or already in existence, to formally disclose who truly owns and controls it.

This concept is referred to as Beneficial Ownership. A beneficial owner is any individual who ultimately holds 10% or more of shares or voting rights in a company, or who exercises effective control over it, regardless of whether their name appears on a formal document. Previously, Sri Lankan law did not require this information to be filed with the Registrar of Companies. That has now changed.

For business owners and directors, this means one thing clearly: there is a new compliance obligation on your desk, and it applies whether you registered your company last week or ten years ago.

What Has Changed in the Registration Process?

For those currently going through the eROC (electronic Registrar of Companies) process to incorporate a new private limited company, the core filing requirements — Forms 1, 18, and 19, along with the Articles of Association, remain exactly as they were. You still complete those steps and pay the incorporation fees as before.

However, completing the eROC process no longer finalises your incorporation. There is now a compulsory additional step: once your eROC registration is done, you must log in to a dedicated Beneficial Ownership portal at bo.drc.gov.lk using your eROC credentials and submit two new forms. Until these forms are submitted, your company will not be treated as fully incorporated.

If you are an existing company, your obligation is slightly different, but equally urgent, and we cover that separately below.

The Two New Forms Every Company Must Know About

Form BO5 — Appointment of the Authorised Person

This is the first form you will complete on the BO portal. It identifies the Authorised Person (AP) — the individual within Sri Lanka who will be responsible for maintaining your company's beneficial ownership register and ensuring it stays accurate and up to date. This person must be a natural person who is physically resident in Sri Lanka. Once you have obtained their signature, you can proceed to the second form.

Form BO1 — Declaration of Beneficial Ownership

This form captures the full details of every individual who qualifies as a beneficial owner of your company. It must be completed and submitted alongside Form BO5 for your incorporation or compliance filing to be treated as complete.

Both forms must be submitted through the official BO Portal at bo.drc.gov.lk. For new companies, failure to do so means the incorporation will not be finalised and will need to be resubmitted. Directors, company secretaries, and business owners should treat the BO portal step as a non-negotiable part of the company setup or compliance checklist.

What Information Will You Need to Disclose?

The amendment sets out detailed and specific disclosure requirements. For each beneficial owner declared in Form BO1, the following information must be provided:

• Full name
• Date and place of birth
• Nationality
• Countries of residence
• Last known address and all other relevant addresses
• Tax identification numbers
• Other identification numbers
• Contact details
• The nature and extent of their beneficial ownership interest

Form BO5 similarly calls for comprehensive information about the Authorised Person, the Sri Lanka-resident individual who will serve as the point of contact for the company's beneficial ownership register and bear responsibility for keeping it accurate. This must be a natural person physically resident in Sri Lanka, not a corporate entity.

How Will This Information Be Stored and Who Can Access It?

A concern many business owners raise is around the privacy of personal information. The amendment addresses this through a two-tier access system, meaning not all disclosed information becomes public.

Available to the general public (on request to the Registrar):

• Full name of the beneficial owner
• Nationality or citizenship
• Countries of residence
• Business address
• The nature and extent of their beneficial ownership

Restricted to authorised government authorities only:

• Identification numbers, tax numbers, date of birth, and residential address
• Accessible only to the Financial Intelligence Unit, the Attorney General, Inland Revenue, Customs, and relevant regulatory bodies

Members of the public may additionally seek access to more complete information through an application under the Right to Information Act.

What Happens If You Do Not Comply?

This is where business owners need to pay close attention. Non-compliance under this amendment is not treated as a minor paperwork issue; it is classified as a criminal offence. The penalties include both fines and the possibility of imprisonment, and they apply personally to the directors and officers of the company, not merely to the company as a legal entity.

Every individual who held a directorial or officer role at the time an offence was committed may be held personally liable. This is a deliberate feature of the law: it is designed to ensure that responsibility for compliance sits with real people, not just with an abstract corporate structure. As a director or officer of a Sri Lankan company, this is your personal exposure, not just your company's.

If Your Company Is Already Registered — Your Deadline Is Coming

The mandatory requirement that took effect on 30th March 2026 applies immediately to all new incorporations. However, if your company was registered before the law came into operation, you are subject to a transitional deadline. Existing companies must submit their beneficial ownership information within six months of the operative date of the law. This means that virtually every company registered in Sri Lanka needs to complete its BO filings well before the end of 2026.

There is an additional obligation for listed companies: every depositary of a licensed stock exchange must notify the Registrar of all shareholders holding 10% or more within 30 days of the operative date.

Do not wait. Begin identifying your beneficial owners and gathering the required documentation now. The deadline will arrive quickly, and late compliance carries the same criminal exposure as no compliance at all.

A Step-by-Step Compliance Guide for New Companies

If you are in the process of incorporating a new private limited company in Sri Lanka, here is what you need to do:

1. Complete Your eROC Registration - proceed through the eROC process as normal: reserve your company name, submit Forms 1, 18, and 19, upload your Articles of Association, and pay the incorporation fees.

2. Identify Your Beneficial Owners - before logging into the BO portal, identify every individual who holds 10% or more of shares or voting rights, or who exercises effective control. Gather their full personal details, identification documents, and tax identification numbers.

3. Appoint an Authorised Person - appoint a natural person who is resident in Sri Lanka to act as the Authorised Person for your company's beneficial ownership register. Their details will be submitted on Form BO5.

4. Log into the BO Portal - visit bo.drc.gov.lk and sign in using your eROC credentials, selecting "Company User" as the login type.

5. Submit Form BO5 and Form BO1 - complete Form BO5 first (the Authorised Person details), then Form BO1 (the beneficial owner details). Both must be submitted for the process to be treated as finalised.

6. Establish and Maintain an Internal Register - set up an internal beneficial ownership register at your company's registered office. Keep it accurate, update it within 20 working days of any change, and retain it for a minimum of 10 years (or 5 years following dissolution).

Sri Lanka in Step with The World

It is worth understanding this change in its broader context. More than 100 countries now maintain some form of beneficial ownership register. The United Kingdom, European Union member states, and most OECD economies have had mandatory registers in place for years. Sri Lanka's adoption of this framework aligns the country with international best practice.

For businesses operating across borders or seeking foreign investment, this is also a commercial signal. International investors and financial institutions increasingly scrutinise a jurisdiction's governance standards before committing capital. A transparent and enforceable beneficial ownership regime strengthens Sri Lanka's credibility as a place to do business.

At Bizadvisor, we are here to help you navigate these changes with confidence. Whether you need guidance on completing your BO portal submission, identifying your beneficial owners, or ensuring your existing company meets the transitional deadline, our team is ready to assist. Compliance does not have to be complicated, but it does have to be done.