For many entrepreneurs starting a new business, a Private Limited Company is a practical business structure.

It may be suitable for businesses such as:

• Trading businesses
• Consultancy businesses
• IT and software businesses
• E-commerce businesses
• Marketing businesses
• Tourism and hospitality businesses
• Professional services
• Construction businesses
• Import and export businesses

Before registering, check whether your proposed activity requires a separate licence, approval or regulatory registration.

Think of several possible names before you start.

Your proposed name should be checked through the official company registration system. A name that appears available on Google or social media is not necessarily available for registration.

For a private company, the registered name will generally end with:

(Private) Limited

Prepare alternative names because your first choice may not be accepted.

The Department of the Registrar of Companies provides the eROC online system for company registration and related services.

If you do not already have an eROC user account, follow the current registration instructions provided by DROC.

Tip: Keep your login details secure. You will need access to the account for your company-registration process.

View the official DROC website

Use eROC to submit your proposed company name for approval/reservation according to the current DROC procedure.

If your preferred name is not accepted, use one of your alternative names.

Shareholders are the owners of the company.

Before completing the incorporation application, decide:

• Who the shareholders will be
• How many shares each shareholder will hold
• The percentage ownership of each shareholder

Think carefully before choosing the ownership structure. Changes to shareholding after incorporation require additional statutory procedures.

A private company can have a single director, subject to the applicable requirements.

However, there is an important point to remember when you are planning your company secretary.

Where there is more than one director, a director may be appointed as secretary where the applicable legal requirements are satisfied.

Yes. A company is required to have a secretary.

This is one of the most important points to understand before attempting DIY incorporation.

Can a director be the company secretary?

A director may also act as secretary where permitted by the Companies Act and applicable requirements.

However, the sole director cannot also be the secretary.

Does the secretary need to be professionally qualified?

The qualification requirements become important when the company reaches the prescribed thresholds relating to stated capital or annual turnover.

Therefore, do not assume that because your company is small today, the same secretary arrangement will always be sufficient. Review the requirement as your company grows.

The Articles of Association (AOA) contain the rules governing your company.

They deal with matters such as:

• Shares
• Share transfers
• Directors
• Meetings
• Voting
• Dividends
• Notices
• Corporate administration

For a simple company, the applicable model provisions may be sufficient. However, if your company has foreign shareholders, multiple investors, special voting arrangements or other specific requirements, you should consider whether additional provisions are necessary.

Form 01 – Application for Incorporation

Form 01 contains the principal information required for incorporation.

Form 18 – Consent of Directors

The proposed directors provide their required consent.

Form 19 – Consent of Secretary

The proposed secretary provides the required consent.

Do not rely on old versions of forms downloaded from third-party websites. Always follow the current eROC/DROC process.

View DROC Forms

Prepare the information required by eROC for:

• Company name
• Registered office
• Business activities
• Shareholders
• Shareholding
• Directors
• Secretary
• Stated capital
• Other information requested by the system

Make sure names, NIC/passport information and addresses are entered correctly and consistently with the supporting documents.

Before you click submit, carefully review the entire application.

• Company name is correct
• Registered office address is correct
• Business activities are correct
• Shareholders are correct
• Share allocation is correct
• Directors are correct
• Secretary details are correct
• Articles are correct
• Forms are correctly generated
• Supporting documents are complete

A mistake at this stage can create delays or require corrections.

The Registrar of Companies charges applicable fees for incorporation and other company filings.

DROC publishes the applicable fee schedule. Because government fees can change, check the latest DROC fee schedule before calculating your budget.

The current DROC fee page lists, among other incorporation charges, fees for the Articles of Association, Form 01, Form 18 and Form 19, plus applicable VAT.

Check the latest DROC fees and incorporation requirements

This is an important step for new companies under the current DROC procedure.

DROC states that, effective from 30 March 2026, new company incorporations using eROC must complete the required Beneficial Ownership submissions after incorporation and payment of incorporation fees.

The current DROC notice requires the necessary information relating to:

• Beneficial Owner(s)
• Authorised Person of the company

The relevant submissions are made through the official Beneficial Ownership portal using the applicable BO forms.

Open the Official Beneficial Ownership Portal

Read DROC’s Mandatory BO Notice for New Incorporations

Once the Registrar approves the incorporation and the required procedures are completed, the company is incorporated.

DROC states that Certificates of Incorporation for newly incorporated companies are issued online in soft form and can be downloaded through the relevant eROC dashboard.

View official DROC information

• Open a company bank account
• Complete applicable Inland Revenue registrations
• Check whether VAT or other tax registrations apply
• Obtain licences required for your business activity
• Set up proper accounting records
• Maintain statutory registers
• Prepare and maintain company resolutions
• Monitor annual return requirements
• Keep Beneficial Ownership information updated
• Record changes to directors and shareholders properly

If you want to manage your company yourself, you can learn the relevant requirements and maintain your records and filings.

However, company secretarial compliance can involve matters such as:

• Annual returns
• Statutory registers
• Board resolutions
• Shareholder resolutions
• Director appointments and resignations
• Secretary changes
• Share transfers
• New share issues
• Registered office changes
• Beneficial Ownership updates
• ROC correspondence

As your company becomes larger or more complicated, keeping up with these requirements can become more difficult.

Every company must have a company secretary. However, the qualification requirements for the secretary depend on the applicable statutory requirements.

The prescribed thresholds commonly referred to are:

If the applicable threshold is reached, the secretary must meet the prescribed qualification requirements.

This means that a company which starts small should still monitor its position as its capital and turnover increase.

Always check the proposed name through the official registration process.

Check names, identification details and share allocations carefully before submission.

If you are establishing a company with only one director, remember that the sole director cannot also act as secretary.

Use the current forms generated or specified through eROC/DROC rather than relying on old third-party copies.

New incorporations currently have a mandatory BO submission process. Check the DROC notice and complete the required BO submissions.

Annual returns, statutory records, resolutions and other corporate requirements continue after incorporation.

Yes. You can work through the company incorporation process yourself using the official eROC system, provided you meet the applicable requirements and prepare the required documents.

You do not necessarily need an agent simply to submit an incorporation application. You can learn the eROC process and complete the applicable requirements yourself.

The Department of the Registrar of Companies provides the eROC online system for company registration and related services.

A director may also act as secretary where permitted by the Companies Act and applicable requirements. However, the sole director cannot also be the secretary of the same company.

Yes. Every company must have a secretary. However, the qualification requirements applicable to the secretary depend on the company’s circumstances and the prescribed statutory requirements.

The prescribed qualification requirements become relevant where the applicable stated capital or annual turnover threshold is reached. Commonly referenced thresholds are Rs. 500,000 stated capital or Rs. 1,000,000 annual turnover.

Always verify the current Companies (Secretaries) Regulations before relying on these thresholds.

Beneficial Ownership registration provides information about the individuals who ultimately own or control a company. DROC currently requires new incorporations to complete the applicable BO submissions through the official BO portal.

After incorporation, consider your bank account, tax registrations, business licences, accounting records, statutory registers, annual returns, resolutions and Beneficial Ownership obligations.