Types of Companies - Com I

• Types of Companies


  • Limited Company
  • Unlimited Company
  • Company Limited by Guarantee
• Types of Limited Companies

  • Public Company
  • Private Company
  • Offshore Company
• Types of Public Companies

  • Listed/Quoted on Stock Exchange
  • Unquoted
• Limited Company


  Company incorporated as limited by shares
• Unlimited Company


  Shareholders have unlimited liability to contribute to the assets of the company
• Company Limited by Guarantee


  Members undertake to contribute to the assets of the company in an amount specified in its articles in the event of it being put into liquidation
• Private Limited Company


  • Specific statement in AOA that it is a private company, no shares issued to the public, shares held by a limited number of shareholders or closely held by family/group, cannot offer shares to the public, shareholders limited to 50 excluding those who obtain shares through employment
• Public Limited Company


  • Shares are issued to the public, option to list on stock exchange, offers regulatory protection and liquidity, must comply with rules of stock exchange, securities and exchange board, and accounting/auditing standards, requires minimum public float of shares, prohibits insider dealing
• Offshore Company


  • Registered in Sri Lanka but carries on business outside Sri Lanka, offers advantages including reduced tax liabilities and simplified compliance/reporting requirements, usually used for tax planning and asset protection
• Registering an Offshore Company

  1. Apply to Registrar with required documents including charter, list of directors, authorised Sri Lankan representatives, registered/principal office addresses

  2. Registrar may issue certificate of registration if in national interest, subject to payment of fee and bank confirmation

  3. Certificate exempts company from complying with other provisions of the Act

  4. Registrar can cancel registration for good cause
• Overseas Company


  Company incorporated outside Sri Lanka that establishes a place of business within Sri Lanka
• Registering an Overseas Company

  1. Deliver required documents to Registrar within 1 month of establishing place of business in Sri Lanka

  2. Registrar may register company as a registered overseas company and issue certificate

  3. Overseas companies existing before 2007 Act must comply with conditions imposed by the Act
• Registered overseas companies have the same power as Sri Lankan companies to hold land in Sri Lanka
• Overseas Company Compliance


  1. Must communicate any alterations to registered documents to Registrar

  2. Must prepare and deliver certified copies of financial statements to Registrar annually with translation if necessary

  3. Must notify Registrar when it ceases business in Sri Lanka

  4. Can be wound up in Sri Lanka, but this only affects assets in Sri Lanka and does not result in dissolution of the company
• The Act extends the application of company name rules to overseas companies carrying on business in Sri Lanka to avoid circumvention by incorporating abroad