A company incorporated outside Sri Lanka may establish a representative office in Sri Lanka.
A representative office is an office established in Sri Lanka by a foreign company, engaged in international trading of goods or providing international services to, report on business movements in Sri Lanka to its Head Office or to provide advice, information to clients in Sri Lanka concerning goods or services sold in Sri Lanka.
The representative office is not permitted to carry out any commercial, trading or industrial activities in Sri Lanka which generates income.
There is no minimum investment required to set up a representative office.
The procedure to register a representative office is as follows:
- Approval of proposed name – the name of the representative office should be identical to the name of the Parent Company.
- Once the name approval is obtained, the following forms should be submitted to the Registrar of Companies (ROC).
– A certified copy of the charter, statutes or memorandum and articles of association constituting or defining the constitution of the Parent Company.
– In the event that such document is not in English, an English translation of the same.
– A certified true copy, certified of recent date, of the Certificate of Incorporation (or any other similar document) in proof of the establishment of the Parent company.
– A list of the Directors of the Company (Form 45)
– The full names and residential addresses of one or more persons resident in Sri Lanka authorised to accept on behalf of the Company service of documents and of any notices required to be served on the Company. (Form 46)
– A statement containing the full address of the registered or principal office of the Company and principal place of business of the Company within Sri Lanka. (Form 44)
– A valid Power of Attorney authenticated under the seal of the Company authorising the person or persons resident in Sri Lanka to act on behalf of the Company.
– Resolution of the Board of Directors and shareholders of the Parent Company authorizing the opening of the representative office in Sri Lanka.
Documents are deemed to be certified, if they are duly certified as true copies –
- by a Government Official/Institution to whose custody the original is committed; or
- by a Notary Public;
and the signature or seal of such official, Notary Public or person authenticated by an official of the Sri Lankan High Commission.