Filing Requirements for Private Limited Liability Companies (General – Corporate)

Filing Items Procedure/ Description Frequency Relevant Authority Time Comments
1.1 Incorporation of a company
  1. Name Approval

  2. Prepare Form 1 (Registration of Company), Form 18 (Consent and Certificate of Director), Form 19 (Consent and Certificate of Company Secretary) and Articles of Association

  3. Submit all fees and documents

  4. Complete Registration

One Time ROC 10 working days Requisite information:
  1. Name of the proposed local company.

  2. The full name, address, occupation and Passport Nos. of the proposed directors.

  3. The full name, address and passport/ National Identity Card No. of the shareholders of the local company. (If the shareholders is a Company, the registration certificate of the said Company)

  4. Brief description of the objects of the local company

  5. Intended registered address of the local company

1.2 Incorporation of a BOI company
  1. An application should be submitted to the BOI by the proposed shareholders of the company prior to establishment of the project company.

  2. Obtain preliminary approval of the foreign investor from the BOI.

  3. Submit draft Articles of Association of the company to the BOI.

  4. Site approval by the BOI

  5. Incorporation of the company at the ROC.

  6. Project company to enter into an agreement with the BOI.

One Time BOI & ROC Application to the BOI should contain the Project proposal
1.3 Opening IIA of the foreign investor Submit the requisite documents as per Bank requirements One Time Department of Foreign Exchange
1.4 Opening a Bank Account of the company Submit the requisite documents as per Bank requirements One Time
1.5 First AGM & Appointment of Auditors Within 18 months from incorporation First Auditor should be appointed in the first AGM
1.6 Board of Directors Meeting As provided by the Articles of Association of the company
1.7 Subsequent AGM Annual Not later than 6 months after the balance sheet date and not later than 15 months after the previous AGM Auditor can be reappointed for a further period
1.8 Audited Accounts Annual ROC Within 6 months from end of financial year Not mandatory to file with ROC
1.9 Annual Return Annual ROC Within 30 days from AGM
1.10 Reporting and record maintenance requirements as per Companies Act No 7 of 2007 ROC