Starting a Business in Sri Lanka: An Expat Guide

Published on and written by Cyril Jarnias

Sri Lanka, with its strategic location in South Asia and growing economy, is attracting more and more foreign entrepreneurs. This comprehensive guide will support you in your project of starting a business in Sri Lanka as an expatriate, covering the essential legal, administrative, financial, and cultural aspects for your success.

Legal Structures for Starting a Business in Sri Lanka

Choosing the legal structure is a crucial step for any entrepreneur looking to establish themselves in Sri Lanka. Here are the main options available to you:

Private Limited Company

This is the most common legal form for foreign investors in Sri Lanka. It offers limited liability to shareholders and allows great flexibility in company management. To create a Private Limited Company in Sri Lanka, you must:

  • Have at least one director and two shareholders (who can be foreign nationals)
  • Appoint a company secretary residing in Sri Lanka
  • Have a registered address for your company in the country

Public Limited Company

This structure is suitable for companies looking to raise capital from the public. It requires:

  • At least two shareholders and two directors
  • Obtaining a certificate of incorporation before starting operations
  • Producing annual reports and submitting audited accounts

Branch Office

Foreign companies can also choose to open a branch office in Sri Lanka. This option allows:

  • 100% foreign ownership
  • Independent management and a local bank account
  • Liability of the parent company for all branch obligations

Administrative Steps to Create Your Company

Creating a company in Sri Lanka involves several important administrative steps:

1. Company Name Reservation

Search for and reserve a unique name for your company with the Sri Lanka Online Business Registry.

2. Preparation of Incorporation Documents

Draft your company’s articles of association and obtain the necessary signatures from directors and the company secretary.

3. Registration with the Registrar of Companies

Submit all required documents, including registration forms, articles of association, and the list of directors and shareholders.

4. Obtaining a Tax Identification Number

Register with the Department of Inland Revenue to obtain your Tax Identification Number (TIN).

5. Publication of a Public Notice

Publish a notice of company incorporation in local newspapers and the official government gazette.

6. Opening a Bank Account

Open a corporate bank account with a local bank in Sri Lanka.

7. Registration with the Employees’ Provident Fund

Obtain an EPF (Employee Provident Fund) number from the Ministry of Labour.

Good to Know:

The process of registering a company in Sri Lanka can take between one and two weeks once all necessary documents are submitted. It is recommended to use a local secretarial firm to assist you with these procedures.

Tax Considerations for Expatriate Entrepreneurs

Taxation is a crucial aspect to consider when creating your company in Sri Lanka. Here are the main points to know:

Corporate Income Tax

The standard corporate income tax rate in Sri Lanka is 24%. However, certain business sectors may benefit from reduced rates or temporary exemptions.

Value Added Tax (VAT)

VAT applies to most goods and services at the standard rate of 15%. Some products and services may be subject to reduced rates or be exempt.

Withholding Tax

Dividends paid to non-resident shareholders are subject to a withholding tax of 14%.

Tax Treaties

Sri Lanka has signed double taxation agreements with many countries, which can impact your tax situation as an expatriate entrepreneur.

Good to Know:

It is highly recommended to consult a local accountant to optimize your tax strategy and ensure compliance with all legal obligations.

Access to Financing for Expatriate Entrepreneurs

Financing is often a major challenge for expatriate entrepreneurs. Here are some options to explore in Sri Lanka:

Local Banks

Some Sri Lankan banks offer loans to small businesses, including those owned by foreigners. Inquire with the country’s main banks such as Bank of Ceylon or Commercial Bank of Ceylon.

Incubation Programs

Sri Lanka has several incubators and accelerators that can offer financial and logistical support to promising startups. For example, the Spiralation program by the Sri Lankan government supports innovative entrepreneurs.

Angel Investors

The Lankan Angel Network (LAN) brings together local investors interested in high-potential startups. They can be a valuable source of funding and mentorship.

International Financing

Don’t forget to explore financing options in your home country or from international organizations like the International Finance Corporation (IFC) of the World Bank.

Good to Know:

The Venture Engine program, sponsored by Blue Ocean Ventures and the Lankan Angel Network, holds an annual competition to fund promising startups in Sri Lanka.

Understanding Cultural Differences in Business Practices

The success of your business in Sri Lanka will largely depend on your ability to understand and adapt to the local business culture. Here are some key points to keep in mind:

Importance of Personal Relationships

In Sri Lanka, personal relationships play a crucial role in business. Take the time to build strong bonds with your partners, clients, and suppliers.

Hierarchy and Respect

Sri Lankan society is relatively hierarchical. Respect the titles and positions of your counterparts in professional interactions.

Indirect Communication

Sri Lankans tend to communicate indirectly to avoid confrontation. Learn to read between the lines and interpret subtle messages.

Patience and Flexibility

Decision-making processes can be slower than in the West. Be patient and flexible in your negotiations and planning.

Good to Know:

Proficiency in English is a major asset in Sri Lanka, as it is the most commonly used business language in the country.

Support Resources for Expatriate Entrepreneurs

Many resources are available to help you in your entrepreneurial journey in Sri Lanka:

Board of Investment (BOI)

The BOI is the government agency responsible for promoting and facilitating foreign investment in Sri Lanka. They can provide you with valuable information and assist you with administrative procedures.

Chambers of Commerce

The Ceylon Chamber of Commerce (CCC) and bilateral chambers of commerce (such as the Franco-Sri Lankan Chamber of Commerce) are excellent sources of information and networking.

Embassies and Consulates

Your embassy or consulate in Sri Lanka can provide you with advice and useful contacts for your entrepreneurial project.

Consulting Firms

Specialized consulting firms like KPMG Sri Lanka or PwC Sri Lanka can support you with the legal, tax, and strategic aspects of your establishment.

Expatriate Communities

Join expatriate entrepreneur groups on social networks or platforms like InterNations to share your experiences and get practical advice.

Good to Know:

Sri Lanka regularly hosts trade shows and conferences dedicated to foreign investors, such as the “Sri Lanka Investment and Business Conclave.” These events are excellent opportunities to expand your network and stay informed about the latest market trends.

Starting your business in Sri Lanka as an expatriate is an exciting adventure that offers many opportunities. By following this guide and surrounding yourself with the right resources, you will be well-prepared to meet the challenges and seize the opportunities that come your way in this dynamic market.

Disclaimer: The information provided on this website is for informational purposes only and does not constitute financial, legal, or professional advice. We encourage you to consult qualified experts before making any investment, real estate, or expatriation decisions. Although we strive to maintain up-to-date and accurate information, we do not guarantee the completeness, accuracy, or timeliness of the proposed content. As investment and expatriation involve risks, we disclaim any liability for potential losses or damages arising from the use of this site. Your use of this site confirms your acceptance of these terms and your understanding of the associated risks.

About the author
Cyril Jarnias

Cyril Jarnias is an independent expert in international wealth management with over 20 years of experience. As an expatriate himself, he is dedicated to helping individuals and business leaders build, protect, and pass on their wealth with complete peace of mind.

On his website, cyriljarnias.com, he shares his expertise on international real estate, offshore company formation, and expatriation.

Thanks to his expertise, he offers sound advice to optimize his clients' wealth management. Cyril Jarnias is also recognized for his appearances in many prestigious media outlets such as BFM Business, les Français de l’étranger, Le Figaro, Les Echos, and Mieux vivre votre argent, where he shares his knowledge and know-how in wealth management.

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