Setting up in Sri Lanka

Setting up business in another country can be overwhelming without proper guidance. As you explore international business, BOI Sri Lanka will provide a team of sector-specific experts supporting every stage of your investment or business cycle – from company registration to your first export. Whether you are seeking new ways to invest, setting up a new business unit or wanting to incorporate a business, we have you covered.

Under Sec.17 of the BOI Law, BOI is empowered to approve projects and enter into agreements with enterprises granting exemptions from laws such as Customs Ordinance, subject to fulfillment of the investment threshold or any other specified requirement. 

Sec. 17 projects that meet the minimum investment threshold of US$ 3 Mn upwards, can enjoy special incentives in the form of enhanced capital allowances under the Inland Revenue Act No 24 of 2017. Projects with investments of over USD 50 Mn will be granted PAL and CESS exemptions during the Project Implementation period.

This can either be a 100% foreign investment or a joint venture investment with local collaboration. Proposed foreign investments should be effected from funds remitted through an Inward Investment Account (IIA).

Projects approved under Section 16 of BOI Law facilitate the entry of foreign investment without any fiscal concessions. 
 
These projects are subject to the normal laws of the country and BOI will facilitate these companies in the following:
  • Entry of foreign investment
  • Set up a new company with foreign shareholding 
  • Transfer/issue new shares in an existing non BOI company to foreign investors
  • Issuing visa recommendations.

The minimum investment threshold for Section 16 is US$ 250,000. This can either be a 100% foreign investment or a joint venture investment with local collaboration. Proposed foreign investments should be effected from funds remitted through an Inward Investment Account (IIA).

Step 1
In accordance with Section 6 and 7 of the Companies Act No. 7 of 2007 the first step is to check the availability of the proposed name of the Company.

Step 2
Application for registration of the proposed Company by submitting Articles of Association together with the forms described below.
ROC Online registration – Gives details of type and name of the company, registered address of the company, Details of initial Directors, Secretary/ies and Shareholders.
Form 18 – Consent of Directors
Form 19 – Consent of Secretary/ies
If the company is coming under the BOI regime, the draft Articles of Association should be submitted for approval of the Executive Director (Legal), BOI prior to incorporation of the company.

DEPARTMENT OF THE REGISTRAR OF COMPANIES
400, D.R.Wijewardena Mawatha, Colombo 10, Sri Lanka

Tel: 0094-11-2689208 , 0094-11-2689209
Fax: 0094-11-2689211
e-mail:info@drc.gov.lk
website: www.drc.gov.lk

1

Application Submission for BOI Approval

2

Site Approval

3

Incorporation of the Company

4

Signing of Agreement

5

Commence Implementation

6

Commence Commercial Operation

 Apply Visa Online
Compliances for processing of Visa

The Enterprises are advised to submit the following latest payment/documents to BOI for the processing of visas without any interruption.

Enterprises Approved under Sec. 17 of BOI Law

  • Annual Fee
  • Audited Financial Statements
  • Bi-annual Report
  • Employment
  • COC (if applicable)
  • EPL (if applicable)

Enterprises Approved under Sec. 16 of BOI Law

  • Annual Fee
  • Audited Financial Statements
  • Employment

Please contact Monitoring Department or Visa Unit of BOI for any further clarification.

Supportive Information

Required Files

The company should submit the following documents along with the visa application in three sets to
the BOI when applying for visas for expatriates.

  • Certified copy of BOI certificate(certified copy of the Letter of Approval for Sec. 16 projects)
  • Certified copy of BOI Agreement
  • Certified copy of Articles of Association
  • Certified copy of Form 1 (Details of directors)
  • Certified copy of Form 2A (Certificate of Incorporation)
  • Company request