Company Formation process in Sri Lanka is easier but need to follow some rules and laws of the country especially in case of foreign investor.
Foreign Company Registration in Sri Lanka is possible (100% Foreign Investment, Joint Venture, Virtual/ Branch/ Liason Office, Foundation), let’s see how they are doing business in Sri Lanka and generate revenue.
There is many opportunity of investment in different sectors. All government gives priority to foreign investment to start business in Sri Lanka.
Company Registration/ Formation/ incorporation in Sri Lanka, FDI in Sri Lanka,
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Company Formation in Sri Lanka, Foreign Company Registration in Sri Lanka
Off Shore Company:
The Foreign Company may apply to the Registrar to be registered as an “Off Shore Company”. The Registrar may having regard to national interest or in the interest of the national economy issue a Certificate of Registration after the required fee is paid and a Certificate is produced from a bank that a sum of US $ 100,00 has been deposited to meet its expenses in Sri Lanka. Such company is exempted from complying with any other provisions of the Company Act (Companies Act No. 17 of 1982) of Sri Lanka.
A Company incorporated outside Sri Lank, which establishes a place of business within Sri Lank need to seek registration with the Registrar of Companies within one month of the establishment of the place of business. Generally approval from the relevant ministry would be required before the registration can be completed
Such a company has the same powers to hold lands in Sri Lanka as if it was a company incorporated in Sri Lanka.
Liaison /Representative Office
A Foreign company may have a Liaison office in Sri Lanka for following purpose:-
• Marketing intelligence, planning and coordinating business promotion activities;
• Technical support and quality control;
• Sourcing of raw material and manufactured products;
• Not to engage in any import, export, trade or investment in Sri Lanka.
Application is generally directed to Ministry of Finance.
Holding & Subsidiary Company:
A company is deemed to be a subsidiary of another company if:
• the other company holds more than half of the nominal value of its equity share capital; or
• is a member of it and controls the composition of its board of directors.
A company is a Holding Company of another company if that other company is its subsidiary
Board of Investment
The Principle law applicable to foreign investment is Board of Investment law No. 4 of 1978 (BOI Act). Board of Investment of Sri Lanka is a major body, which approves foreign investments under Board of Investment law. The Board of Investment is structured to function as a central facilitation point for investors.
The BOI Act provides for two types of investment approvals.
Under Section 17 of the Act, the BOI is empowered to grant special concessions to companies satisfying specific eligibility criteria which are designed to meet strategic economic objectives of the government. The mechanism through which such concessions are granted is the Agreement which modifies, exempts and waives identified laws in keeping with the BOI Regulations. These laws include Inland Revenue, Customs, Exchange Control and Import Control.
Approval under Section 16 of the BOI Act permits foreign investment entry to operate only under the ‘normal laws’ of the country; that is, for such enterprises, the provisions of the Inland Revenue, Customs and Exchange Control Laws shall apply.
For the purpose of granting approvals and incentives, companies incorporated under the Companies Act are treated equally regardless of whether the shareholding is controlled by nationals or non-nationals.
Significantly, when an agreement is signed with the Board of Investment, the specific incentives granted to an eligible company remain valid for the life of the enterprise. The provision and the spirit of the agreement can not be changed by successive governments.
Applicable Taxes for Foreign Companies:
The existing income tax in Sri Lanka is based on the Inland Revenue Act, No. 38 of 2000. An year of assessment is a period of twelve months from the 1st of April of an year to the 31st of March of the immediately succeeding year.
Company income tax is made up of a tax on corporate income and tax on dividend is 15 % of the gross dividends declared by the company. Generally, companies are liable to income tax on its taxable income at the rate of 35 per centum.
If a resident company pays dividend consisting of a qualifying distribution, it is required to pay advance company tax. A credit is given for this advance company tax paid, against company’s final tax liability.
Goods and Service tax- GST:
Is imposed on the taxable supply of goods and services by a registered person carrying on a taxable activity in Sri Lanka; and on the importation of goods in Sri Lanka by any person
The standard rate of GST is 12.5 per centum which the export of goods and certain services are zero-rated. Supply of goods and services listed under Schedule of the Goods and Service Tax Act, 1996 are exempt from tax.
Turnover Tax –TT
It is charged on the turnover of finance, money lending, pawn broking and banking business.
National Security levy
Every person who carries on the business of manufacture, insurance, banking, finance providing services of any description or imports any article is chargeable with this levy. However for the calculation of levy, certain classes of turnover are excluded.
Prevailing rate for National Security Levy is 7.5 per centum on the turnover other than the turnover from import or manufacture of any plant, machinery and equipment. Levy of 0.5 per centum is charged on the turn over from import or manufacture of any plant, machinery and equipment.
Tax Incentives for Board of Investment Approved Companies:
Board of Investment has the power under the Board of Investment law to supersede the Inland Revenue Act and grant tax holiday, preferential tax rates, exemption from custom duty and foreign exchange controls in accordance with the investment criteria such as priority sectors, capital inflow, location etc.
Resident Guest Scheme
Non-citizens in Sri Lanka who come under this are deemed to be non-resident and excluded from liability of tax on profits and income arising outside Sri Lanka and income accruing from any account opened by such person in a commercial bank.
Taxations on Investment Income
Non-residents are not subject to tax on non Sri Lankan investment income.
Interests, annuity, ground rent and royalty received by a non – resident person from a person outside Sri Lanka are exempt from income tax.
Dividend from a non- resident company is exempt in the hands of a non-resident person. Service rendered by a non-resident is exempted from income tax, if it doesn’t exceed Rs. 144,000.
Certain interest income, royalties and employment income are taxed at reduced rates.
The following outward remittances may be made by a foreign investor under the prevailing liberal exchange control regulations:
• Profits (interim and final) of branches in Sri Lanka to their parent companies and to non-resident partners of partnership operating in Sri Lanka.
• Dividends (interim or final) accruing to non-resident shareholders of companies incorporated in Sri Lanka.
• Interest, royalties and technical service fees by enterprises established in the BOI area in accordance with the agreements entered into with the Greater Colombo Economic Commission.
• Life insurance premiums by foreign nationals temporarily residing in Sri Lanka.
• Remittance of Shares in a company incorporated in Sri Lanka (for the purpose of investing in the Economic Commission area) to a resident in Sri Lanka or to a non-resident outside Sri Lanka.
• Any unutilized balance in excess of the minimum requirement of the investor.
• Capital gains and income from investment.
• Sale proceeds of investment.
• Capital, including liquidation proceeds.
• Pensions, salaries and commission paid to non-residents.
BOI -Sri Lanka
Board of Investment of Sri Lanka
Trade Centre, 16th Floor, West Tower
Echelon Square, Colombo 1
Tel. (0094) 1124344 03- 5
Fax. (0094) 11244 7994- 5